Cooperation on Tax Matters. The parties each agree to furnish or cause to be furnished to each other upon request as promptly as practicable such information (including access to books and records) and information and assistance relating to the Joint Venture as is reasonably necessary for the filing of any tax or information return, for the preparation of any tax audit, and for the prosecution or defense of any claim, suit or proceeding relating to any proposed tax adjustment.

Cooperation on Tax Matters. Buyer and Seller will cooperate, as and to the extent reasonably requested by the other Party, in connection with the filing and preparation of Tax Returns pursuant to this Article 9 and any Proceeding related thereto. Such cooperation will include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer and Seller will retain all books and records with respect to Tax matters pertinent to the Partnership and its Subsidiaries relating to any Tax period beginning before the Closing Date until thirty (30) Business Days after the expiration of the statute or period of limitations of the respective Tax periods.

Tax Cooperation. The Parties agree to cooperate with one another and use reasonable efforts to minimize tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by one Party to the other Party under this Agreement. Without limiting the generality of the foregoing, the withholding Party will provide the paying Party any tax forms and other information that may be reasonably necessary in order for to lawfully avoid tax withholding. Each Party will provide the other with reasonable assistance to enable the recovery, as permitted by Applicable Law, of withholding taxes, value added taxes, or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing such withholding tax or value added tax.

Tax Matters. HoldCo and the Company shall use commercially reasonable efforts prior to the Effective Time to cause the Share Exchange to qualify as a tax-free reorganization under Section 351 of the Code. Buyer and the Company shall use commercially reasonable efforts prior to the Effective Time to cause the Merger to qualify as a tax-free reorganization under Section 368(a)(1) of the Code. The parties hereto shall report the Share Exchange as a reorganization under Section 351 of the Code and report the Merger as a reorganization within the meaning of Section 368(a) of the Code, and neither Buyer, Merger Sub, HoldCo nor the Company shall take any action or fail to take any action prior to or following the Closing that would reasonably be expected to cause the Merger to fail to qualify as a reorganization.

Tax Matters. No guaranteed payments, capital shifts or gross income allocations are intended to be reported by the Partnership or any Holder as a result of the terms of this Certificate. The Partnership and each Holder shall file all tax returns consistent with the foregoing intent, except as required pursuant to a final determination (as defined under Section 1313(a) of the Code); provided, however, that nothing contained herein shall prevent such Holder or the Partnership from settling any proposed deficiency or adjustment by any governmental authority based upon or arising out of the foregoing, and no such person shall be required to litigate before any court any proposed deficiency or adjustment by any governmental authority challenging the foregoing. The provisions of ‎Exhibit C are incorporated herein by reference. The Partnership shall allocate income using the interim closing method as described in U.S. Treasury Regulations Section 1.706-4.

Tax Matters. Except as set forth in [Schedule 4.13]: # [[Organization A:Organization]] has timely filed all applicable federal, state and local tax returns, sales tax returns, escheat or unclaimed property returns, informational returns, reports and declarations of estimated tax required to be filed by it (without regard to extensions of time permitted by law, regulation or otherwise) with respect to all taxes applicable to that [[Organization A:Organization]] and its business (the “[[Organization A:Organization]] Tax Returns”); # no claim has been made by any authority in a jurisdiction where [[Organization A:Organization]] does not file [[Organization A:Organization]] Tax Returns that [[Organization A:Organization]] is or may be subject to taxation by that jurisdiction; # [[Organization A:Organization]] has timely paid all taxes owing by it except taxes which have not yet become due and payable and for which adequate provision has been made in the Financial Statements; # all taxes which [[Organization A:Organization]] is required to withhold or collect have been properly withheld or collected and paid over or are being paid over to proper governmental authorities, as required; # no waiver of any statute of limitations has been given or is in effect with respect to any [[Organization A:Organization]] Tax Returns or taxes for which [[Organization A:Organization]] is or may be liable; # [[Organization A:Organization]]’s Tax Returns filed are accurate and complete; and # there are no tax liens on any of the assets or properties of [[Organization A:Organization]]. Neither the Internal Revenue Service nor any other taxing authority has requested to examine or audit any [[Organization A:Organization]] Tax Returns or has asserted, is now asserting or threatening to assert against [[Organization A:Organization]], any deficiency or claim for additional taxes or interest thereon or penalties in connection therewith, and no basis exists for such an assertion.

Tax Matters. Except as set forth on [Schedule 3.17]: # the Company has timely filed all Tax Returns required to have been filed by it; # all such Tax Returns are accurate and complete in all material respects; # the Company has paid all Taxes owed by it which were due and payable (whether or not shown on any Tax Return); # the Company has complied in all material respects with all applicable Laws relating to Tax; # the Company is not currently the beneficiary of any extension of time within which to file any Tax Return; # there is no current Action against the Company in writing by a Governmental Authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction; # there are no pending or ongoing audits of the Company’s Tax Returns by a Governmental Authority of which the Company has received notice thereof; # the Company has not requested or received any ruling from, or signed any binding agreement with, any Governmental Authority, with respect to Taxes that would apply to any Tax periods ending after the Closing Date; # there are no Liens on any of the assets of the Company that arose in connection with any failure (or alleged failure) to pay any Tax; # no unpaid Tax deficiency has been asserted in writing against or with respect to the Company by any Governmental Authority which Tax remains unpaid; # the Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due; # the Company has not granted or is subject to, any waiver of the period of limitations for the assessment of Tax for any currently open taxable period; # the Company is not required to include in income any amount for an adjustment pursuant to Section 481 of the Code or the Regulations thereunder with respect to a change in accounting methods made prior to the Closing; # the Company is not a party to any Tax allocation or sharing agreement (other than an agreement (such as a lease) the principal purpose of which is not the sharing or allocation of Tax); # there is no Contract or Benefit Plan covering any Person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by the Company by reason of [Section 280G] or Section 162(m) of the Code, and no arrangement exists pursuant to which the Company or Buyer will be required to “gross up” or otherwise compensate any Person because of the imposition of any Tax on a payment to such Person; # the Company has not been a beneficiary of or participated in any “reportable transaction” within the meaning of Regulations [Section 1.6011-4(b)(1)])] that was, is, or to the Knowledge of the Company will ever be, required to be disclosed under Regulations [Section 1.6011-4]4]; # no Tax Return filed by or on behalf of the Company has contained a disclosure statement under Section 6662 of the Code (or any similar provision of Law), and no Tax Return has been filed by or on behalf of the Company with respect to which the preparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was not made; # the Company has not taken any action outside of the Ordinary Course of Business that would have the effect of deferring a measure of Tax from a period (or portion thereof) ending on or before the Closing Date to a period (or portion thereof) beginning after the Closing Date; # the Company does not have a “permanent establishment” in any foreign country, as defined in any applicable Tax treaty or convention between the United States of America and such foreign country, or has otherwise taken steps or conducted business operations that have materially exposed, or will materially expose, it to the taxing jurisdiction of a foreign country; # the Company is materially in compliance with the terms and conditions of any applicable Tax exemptions, Tax agreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, and the transactions contemplated by this Agreement will not have any material and adverse effect on such compliance; # no written power of attorney which is currently in force has been granted by or with respect to the Company with respect to any matter relating to Taxes; and # no Seller is a “foreign person” for purposes of Section 1445 of the Code.

Tax Matters. Notwithstanding anything to the contrary in the LP Agreement:

Tax Matters. The Company will withhold required federal, state and local taxes from any and all payments to Employee. Other than the Company’s obligation and right to withhold federal, state and local taxes, Employee will be responsible for any and all taxes, interest, and penalties that may be imposed with respect to the Retention Incentives, including but not limited to, those imposed under Internal Revenue Code Section 409A (“[Section 409A]”). To the extent that this Agreement is subject to Section 409A, Employee and the Company agree that the terms and conditions of this Agreement will be construed and interpreted to the maximum extent reasonably possible to comply with and avoid the imputation of any tax, penalty or interest under Section 409A.

Tax Matters. The Company will be entitled to withhold from any payments due under the Plan the amount of tax withholding it determines, in its sole discretion, to be required by law. The Company intends that the Plan will be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder (“[Section 409A]”) and that the compensation arrangements under the Plan will be exempt from [Section 409A] as “short-term deferrals” as described in [Section 409A]. The Plan will be construed in a manner to give effect to such intention. In accordance therewith, a Covered Executive’s right to receive any installment payments under this Plan shall be treated as a right to receive a series of separate and distinct payments. To the extent that any provision of the Plan is ambiguous as to its exemption from [Section 409A], the provision will be read in such a manner so that all payments hereunder are exempt from or comply with Section 409A. To the extent that any bonus payment under the Plan is determined to constitute “nonqualified deferred compensation” within the meaning of [Section 409A], the bonus payment will be subject to such additional rules and requirements as specified by the Compensation Committee from time to time in order to comply with Section 409A. Notwithstanding the foregoing, the Company makes no representation or warranty and shall have no liability to a Covered Executive or any other person if any provision of this Plan, or any bonus payment hereunder, is determined to constitute deferred compensation subject to Section 409A but does not satisfy an exemption from, or the conditions of, [Section 409A].