Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("▇▇▇ Tax Returns") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such ▇▇▇ Tax Returns. Such ▇▇▇ Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Buyer for review and comment thereon at least fifteen (15) days prior to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to the Closing Date and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iii) shall not apply to any ▇▇▇ Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable ▇▇▇ Tax Returns"), which Applicable ▇▇▇ Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)

Additional Tax Matters. (i) The Seller shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("SAL ▇▇▇ Tax ReturnsRETURNS") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such SAL ▇▇▇ Tax Returns. Such SAL ▇▇▇ Tax Returns shall be prepared in a manner consistent with prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered to the Buyer for review and comment thereon at least fifteen (15) days prior to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to the Closing Date and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iii) shall not apply to any SAL ▇▇▇ Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable APPLICABLE SAL ▇▇▇ Tax ReturnsRETURNS"), which Applicable SAL ▇▇▇ Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)

Additional Tax Matters. (i) ACG shall cause CFT (at the sole cost and expense of the Principals) to file with the appropriate governmental authorities all Tax Returns required to be filed by it for any taxable period ending prior to the Closing Date, and the Shareholders (other than the ESOP) shall remit any Taxes due in respect of such Tax Returns (but only to the extent such Taxes are in excess of the reserve, if any, set forth on the balance sheet used to determine the Net Worth of CFT at Closing). In addition, the Principals shall cause their certified public accountant to prepare a short period tax return for CFT covering the period from January 1, 1999, through the Closing Date; provided, however, that the Principals shall provide PWC with at least ten (10) days to review such return prior to its filing (such review to be at ACG's sole cost and expense). The Seller cost of preparation of such short period tax return shall be responsible for the preparation and filing of all of the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial, and for the payment of all federal income Taxes with respect to such Tax Returnspaid by Shareholders. (ii) The Seller shall be responsible for the preparation ACG and filing Shareholders recognize that each of all state and local Tax Returns ("▇▇▇ Tax Returns") of Imperial for Pre-Closing Tax Periods that are required them will need access, from time to be filed on or before time, after the Closing Date, to certain accounting and Tax records and information held by ACG and/or CFT to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, ACG agrees to cause CFT to (A) use its best efforts to properly retain and maintain such records for a period of six (6) years from the date the Tax Returns for the payment year in which the Closing occurs are filed or until the expiration of all Taxes with respect the statute of limitations that applies to such ▇▇▇ the Tax Returns. Such ▇▇▇ Return in question (i.e., including Tax Returns shall be prepared for years preceding the year in a manner consistent with prior practicewhich the Closing occurs), whichever is later, and shall utilize accounting methods(B) allow the Shareholders and their agents and representatives at times and dates mutually acceptable to the Parties, elections to inspect, review and conventions that do not have make copies of such records as such other party may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and at the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by lawrequesting Party's expense. (iii) The Seller Principals shall have prepared be jointly and delivered to the Buyer for review severally liable for, and comment thereon at least fifteen (15) days prior to the due date for their filing Tax Returns relating shall indemnify and hold ACG and CFT harmless against, any Taxes or other costs attributable solely to Pre-Closing Tax Periods that have not been filed a failure on the part of the Shareholders to take all actions required under Section 6(h)(i). ACG shall be liable for, and shall indemnify and hold the Shareholders harmless against, any Taxes or prior other costs attributable solely to a failure on the Closing Date and which are part of the ACG to take all actions required by applicable law to be signed and filed by the Buyer, provided that the provisions of under Section 6(h)(i). The indemnity set forth in this paragraph (iiiSection 6(h)(iii) shall not apply to any ▇▇▇ Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable ▇▇▇ Tax Returns"), which Applicable ▇▇▇ Tax Returns shall be subject to the provisions conditions and limitations set forth in Section 8(b) of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)Agreement.

Additional Tax Matters. (ia) The Seller Prior to the Closing Date, the Company shall be responsible for the preparation engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and filing of all of the Seller's federal consolidated local income Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods, which shall include Imperial, and for the payment ”) that have not been filed as of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("▇▇▇ Tax Returns") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such ▇▇▇ Tax Returns. Such ▇▇▇ Tax Returns shall be prepared in a manner consistent with prior practicepractice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered Return to the Buyer Parent for Parent’s review and comment thereon at least fifteen (15) 15 days prior to the due date for the filing of such Tax Return (or if earlier, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their filing commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Returns relating solely Return as actually filed, then the amount of Tax liabilities and Tax assets to Prebe reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to pay all Taxes shown as due on any Tax Return filed pursuant to this Section 6.5(a). (b) Buyer, the Parent and the Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax Periods that have not been filed records and information held by Buyer and/or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date Date; therefore, Buyer agrees to cause the Company to (A) use its commercially reasonable efforts to properly retain and maintain such records for a period of six (6) years from the date the Tax Returns for the year in which the Closing occurs are required by applicable law filed or until the expiration of the statute of limitations with respect to such year, whichever is later, and (B) allow the Parent, the Sellers and their agents and representatives at times and dates mutually acceptable to the parties, to reasonably inspect, review and make copies of such records from time to time, such activities to be signed conducted during normal business hours and filed by at the BuyerParent’s or Sellers’ expense, provided as appropriate with respect to out-of-pocket expenses. (c) If, subsequent to the Closing, Buyer or the Companies receives notice of a Tax Contest with respect to any Tax Return for a periods or portions thereof beginning prior to the Closing Date that reasonably could be expect to have an adverse impact on the Parent’s indemnification obligations under this Agreement, then within thirty (30) days after receipt of such notice, Buyer shall notify the Parent of such notice. Buyer shall have the right to control the conduct and resolution of any such Tax Contest, provided, however, that the provisions of this paragraph (iii) Parent shall not apply have the right to any ▇▇▇ Tax Returns (other than those to be filed in control the States of Ohio conduct and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable ▇▇▇ Tax Returns"), which Applicable ▇▇▇ Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result resolution of the review portion of such Tax Returns Contest that that reasonably could be expect to have a Material Adverse Effect on the Parent’s indemnification obligations under this Agreement to the extent that such indemnification obligations would not be covered by the Escrow Sum, provided, however, that if any of the issues raised in such Material Tax Contest could reasonably be expected to have a material impact on Taxes of the Companies for a Tax period or portion thereof beginning on or after the Closing Date (a “Post-Closing Tax Period”), then the Parent shall afford Buyer prior the opportunity to control jointly the filing conduct and resolution of the portion of such Tax Returns Contest with respect to which this paragraph (iii)such issues that could reasonably be expected to have a material impact on Taxes of the Companies in any Post-Closing Tax Period. If Buyer shall have the right to control the conduct

Additional Tax Matters. (ia) The Seller Any sales, use, purchase, transfer, franchise, deed, fixed asset, stamp, documentary stamp, use or other Taxes and recording charges which may be payable by reason of the sale of the Purchased Assets or the assumption of the Assumed Liabilities under this Agreement or the transactions contemplated herein shall be responsible for borne and timely paid by the preparation and filing of all of Purchaser (collectively, the Seller's federal consolidated income Tax Returns with respect to all Pre-Closing Tax Periods, which shall include Imperial“Transfer Taxes”), and for the payment of Purchaser shall indemnify, defend (with counsel reasonably satisfactory to the Purchaser), protect, and save and hold Sellers harmless from and against any and all federal income Taxes with respect claims, charges, interest or penalties assessed, imposed or asserted in relation to any such Tax ReturnsTransfer Taxes. (iib) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns Purchaser shall, within one-hundred twenty ("▇▇▇ Tax Returns"120) of Imperial for Pre-Closing Tax Periods that are required to be filed on or before days after the Closing Date, prepare and deliver to HUSA a schedule allocating the Purchase Price (and any other items that are required for federal income tax purposes to be treated as part of the payment purchase price) among the Purchased Assets (such schedule, the “Allocation”). If HUSA raises any objection to the Allocation within twenty (20) days of all Taxes the receipt thereof, the Purchaser and HUSA will negotiate in good faith to resolve such objection(s); provided however, the Purchaser and HUSA are not required to negotiate the treatment of any amount associated with respect Section 3.1(a)(iii). If the Purchaser, Sellers and HUSA are unable to such ▇▇▇ Tax Returns. Such ▇▇▇ agree upon an Allocation, they are not required to report and file any Tax Returns shall be prepared (including Form 8594 under Section 1060 of the Code) in a manner consistent with the Allocation but shall provide the other party prior practice, and shall utilize accounting methods, elections and conventions that do not have the effect written notice of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-Closing Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered such intention. Subject to the Buyer for review foregoing, the Purchaser, Sellers and comment thereon at least fifteen HUSA shall cooperate in the filing of any forms (15including Form 8594 under Section 1060 of the Code) days prior with respect to such Allocation, including any amendments to such forms required pursuant to this Agreement with respect to any adjustment to the due date for their filing Tax Returns relating solely to Pre-Closing Tax Periods that have not been filed on or prior to Purchase Price. Notwithstanding any other provision of this Agreement, the Closing Date terms and which are required by applicable law to be signed and filed by the Buyer, provided that the provisions of this paragraph (iiiSection 11.1(b) shall not apply to any ▇▇▇ Tax Returns (other than those to be filed in survive the States of Ohio and Texas) in which Section 338 Taxes are or will be due and owing (collectively, the "Applicable ▇▇▇ Tax Returns"), which Applicable ▇▇▇ Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Returns by the Buyer prior to the filing of Tax Returns to which this paragraph (iii)Closing without limitation.

Additional Tax Matters. (ia) The Seller Prior to the Closing Date, the Company shall be responsible for the preparation engage Ernst & Young (or other accounting firm of national standing reasonably acceptable to Buyer) to prepare all federal, state and filing of all of the Seller's federal consolidated local income Tax Returns with respect to all periods ending on or before the Effective Date (“Pre-Closing Tax Periods, which shall include Imperial, and for the payment ”) that have not been filed as of all federal income Taxes with respect to such Tax Returns. (ii) The Seller shall be responsible for the preparation and filing of all state and local Tax Returns ("▇▇▇ Tax Returns") of Imperial for Pre-Closing Tax Periods that are required to be filed on or before the Closing Date, and for the payment of all Taxes with respect to such ▇▇▇ Tax Returns. Such ▇▇▇ Tax Returns shall be prepared in a manner consistent with prior practicepractice except as otherwise required by applicable law, and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between Pre-Closing Tax Periods and Post-periods ending after the Closing Date. The Company shall deliver a draft of any such Tax Periods, unless required otherwise by law. (iii) The Seller shall have prepared and delivered Return to the Buyer Parent for Parent’s review and comment thereon at least fifteen (15) 15 days prior to the due date for the filing of such Tax Return (or if earlier, 15 days prior to the filing date thereof). Buyer, the Company and Parent shall cooperate to resolve any disagreement they may have regarding whether such Tax Return has been prepared in accordance with the prior practice of the Company (or, where no past practice has been established for an item, whether such item has been reported in a manner better supported by applicable law than any other manner). The Parent’s consent shall not be required for the Company to file the Tax Return (or for Buyer to cause the Tax Return to be filed) as Buyer deems appropriate, but if the Parent delivers a written statement to Buyer no more than 10 days after receiving a Tax Return for review and comment, which written statement sets forth the Parent’s objections to the Tax Return as proposed to be filed by the Company and Buyer, the Parent and the Buyer shall (following the filing of such Tax Return as prepared (or as caused to be prepared) by the Buyer) submit the dispute over the items specified in such written statement to the Independent Accountants. The Parent and the Buyer shall use their filing commercially reasonable efforts to cause the Independent Accountants to resolve such disputed items as soon as practicable, subject to the standard that items for which a past practice has been established by the Company shall be determined in accordance with such past practice except as otherwise required by applicable law and that all other items shall be determined in a manner better supported by applicable law than any other manner. If the Independent Accountants determines that one or more disputed items should have been determined (based on the standard set forth in the immediately preceding sentence) in a manner different from the manner in which such item or items were reported on the Tax Returns relating solely Return as actually filed, then the amount of Tax liabilities and Tax assets to Prebe reflected in the Closing Statement Review shall be determined with reference to the amounts that would have been reflected on such Tax Return had such Tax Return been prepared and filed in accordance with the Independent Accountants’ determination, as opposed to the amounts reflected on such Tax Return as actually prepared and filed. The resolution of any dispute by the Independent Accountants pursuant to this Section 6.5(a) shall be final, binding and non-appealable on the parties hereto. The fees and expenses of the Independent Accountants shall be shared 50% by Buyer and Global, jointly and severally, and 50% by Parent. The Company shall, and Buyer shall cause the Company, to pay all Taxes shown as due on any Tax Return filed pursuant to this Section 6.5(a). (b) Buyer, the Parent and the Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax Periods that have not been filed records and information held by Buyer and/or the Company to the extent such records and information pertain to events occurring on or prior to the Closing Date Date; therefore, Buyer agrees to cause the Company to (A) use its commercially reasonable efforts to properly retain and maintain such records for a period of six (6) years from the date the Tax Returns for the year in which the Closing occurs are required by applicable law filed or until the expiration of the statute of limitations with respect to such year, whichever is later, and (B) allow the Parent, the Sellers and their agents and representatives at times and dates mutually acceptable to the parties, to reasonably inspect, review and make copies of such records from time to time, such activities to be signed conducted during normal business hours and filed by at the BuyerParent’s or Sellers’ expense, provided that as appropriate with respect to out-of-pocket expenses. (c) If, subsequent to the provisions Closing, Buyer or the Companies receives notice of this paragraph (iii) shall not apply a Tax Contest with respect to any ▇▇▇ Tax Returns (other than those to be filed in the States of Ohio and Texas) in which Section 338 Taxes are Return for a periods or will be due and owing (collectively, the "Applicable ▇▇▇ Tax Returns"), which Applicable ▇▇▇ Tax Returns shall be subject to the provisions of paragraph (xiii) hereof. The Buyer and the Seller agree to consult and resolve in good faith any issues arising as a result of the review of such Tax Returns by the Buyer portions thereof beginning prior to the filing of Tax Returns Closing Date that reasonably could be expect to which this paragraph (iii)have an adverse impact on