Amended Returns. Unless otherwise required by Law or based upon the opinion of Purchaser’s independent registered public accounting firm (a copy of which Purchaser shall give to the Representative), Purchaser shall not, and shall cause its Affiliates, including the Company and its Subsidiaries, not to amend, refile or otherwise modify any Tax Return relating in whole or in part to any Pre-Closing Period, including the pre-Closing portion of a Straddle Period, without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that to the extent that any such amended or otherwise modified Tax Return is filed without the prior written consent of Representative based upon the opinion of Purchaser’s independent registered public accounting firm and such amended or otherwise modified Tax Return results in an increase in Taxes attributable to a Pre-Closing Period, then Purchaser shall not be entitled to seek indemnification for such increased Tax amounts pursuant to [Article IX], [Section 10.2] or otherwise.

Seller shall not, without the written consent of ​ (such consent not to be unreasonably withheld, conditioned or delayed), file any amended Tax Return after the Closing Date with respect to the ​, any of its Subsidiaries or the Business for any Pre-Closing Period if and to the extent such amended Tax Return would reasonably be expected to impact ​ or the ​ after the Closing. Except as may be required by applicable Law, ​ shall not file, and shall not cause the ​ or any of its Subsidiaries to file, any amended Tax Return with respect to the ​, any Subsidiary or the Business for any Pre-Closing Period or for a Straddle Period without the written consent of Seller, not to be unreasonably withheld, conditioned or delayed. Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the ​ for all Pre-Closing Periods, and shall pay all Taxes due with respect to such Tax Returns.