Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. (a) Sellers shall be responsible for the preparation and timely filing of all Tax Returns of the Company that are required to be filed (giving effect to extensions) prior to the Closing Date. Sellers shall be responsible for the contents of such Tax Returns and for the payment of all Taxes due with respect thereto. (b) Buyer shall prepare or cause to be prepared and file all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by Applicable Law, Sellers shall include any income, gain, loss, deduction or other tax items for such periods on their returns in a manner consistent with the Schedule K-1’s furnished by the Company for such periods. Sellers shall reimburse the Company for Taxes imposed upon the Company with respect to such periods within fifteen (15) days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in the Current Liabilities in computing the Purchase Price Adjustment. (c) Buyer shall prepare or cause to be prepared and file any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to the Company within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period, if any, ending on the Closing Date to the extent such Taxes are not reflected in the Current Liabilities of the Company in computing the Purchase Price

Additional Tax Matters. (a) To the extent not otherwise provided in this Agreement, Sellers shall be responsible for the preparation and timely filing of shall promptly pay when due all Tax Returns of the Company that are required to be filed (giving effect to extensions) prior Property Taxes levied with respect to the Purchased Assets attributable to the Pre-Closing DateTax Period. All Property Taxes levied with respect to the Purchased Assets for the Straddle Period shall be apportioned between Buyer and Sellers based on the number of days of such Straddle Period included in the Pre-Closing Tax Period and the number of days of such Straddle Period included in the Post-Closing Tax Period. Sellers shall be responsible liable for the contents proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Returns Period, and Buyer shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period. Upon receipt of any xxxx for such Property Taxes, Buyer or Sellers, as applicable, shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 7.3(a) together with such supporting evidence as is reasonably necessary to calculate the proration amount. The proration amount shall be paid by the party owing it to the other within ten (10) days after delivery of such statement. If Buyer or Sellers make any payment for which they are entitled to reimbursement under this Section 7.3(a), the applicable party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of all Taxes due a statement setting forth the amount of reimbursement to which the presenting party is entitled along with respect theretosuch supporting evidence as is reasonably necessary to calculate the amount of reimbursement. (b) Sellers shall use commercially reasonable efforts to promptly notify Buyer shall prepare in writing upon receipt by Sellers of notice of any pending or cause to be prepared and file all threatened Tax Returns for the Company for all periods ending on audits or prior assessments relating to the Closing Date which are filed after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by Applicable Law, Sellers shall include any income, gain, loss, deduction properties or other tax items for such periods operations of Sellers that reasonably may be expected to relate to or give rise to a Lien on their returns in a manner consistent with the Schedule K-1’s furnished by the Company for such periods. Sellers shall reimburse the Company for Taxes imposed upon the Company with respect to such periods within fifteen (15) days after payment by Buyer Purchased Assets or the Company of such Taxes to the extent such Taxes are not reflected in the Current Liabilities in computing the Purchase Price AdjustmentBusiness. (c) Buyer shall prepare or cause to be prepared and file any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to the Company within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period, if any, ending on the Closing Date to the extent such Taxes are not reflected in the Current Liabilities of the Company in computing the Purchase Price

Additional Tax Matters. (ai) The Sellers shall be responsible for cause Target to file with the preparation and timely filing of appropriate Governmental Authorities all Tax Returns of the Company that are required to be filed (giving effect to extensions) prior to the Closing Date. Sellers shall be responsible by it for the contents of such Tax Returns and for the payment of all Taxes due with respect thereto. (b) Buyer shall prepare or cause to be prepared and file all Tax Returns for the Company for all periods any taxable period ending on or prior to the Closing Date which are and Target shall remit any Taxes due in respect of such Tax Returns. Buyer shall cause Target to file with the appropriate Governmental Authorities all Tax Returns required to be filed by it for any taxable period ending after the Closing Date. . (ii) Buyer shall permit and the Sellers recognize that each of them will need access, from time to review time, after the Closing Date, to certain accounting and comment Tax records and information held by Buyer and/or Target to the extent such records and information pertain to events occurring on each such Tax Return described in the preceding sentence or prior to filing. To the extent permitted by Applicable LawClosing Date; therefore, Sellers shall include any income, gain, loss, deduction Buyer agrees to cause Target 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 year in which the Closing occurs are filed or other tax items for such periods on their returns in a manner consistent with until the Schedule K-1’s furnished by expiration of the Company for such periods. Sellers shall reimburse the Company for Taxes imposed upon the Company statute of limitations with respect to such year, whichever is later, and (B) allow the Sellers and their agents and representatives at times and dates mutually acceptable to the Parties, to inspect, review and 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 other Party's expense. (iii) The Sellers shall reimburse Buyer for the Taxes relating to periods prior to the Closing Date, but which are payable in respect of Tax Returns to be filed by Buyer pursuant to Section 6(h)(i) hereof within fifteen ten (1510) business days after payment receipt by Buyer or the Company Sellers of signed copies of such Taxes Tax Returns as filed; however, Sellers shall reimburse only to the extent such Taxes are not reflected in excess of the Current Liabilities in computing reserve for such Tax Liability used to determine the Purchase Price AdjustmentNet Working Capital of Target as of the Closing Date. (civ) Neither Buyer nor Target shall prepare or cause be liable for any taxes created solely from the conversion by Target to be prepared and file any Tax Returns the accrual basis of tax accounting from the Company for Tax periods which begin before the cash basis of tax accounting immediately prior to Closing Date and end after the Closing Datein contemplation of Closing. The Sellers shall pay to the Company within fifteen (15) days after the date on reimburse Buyer for any Taxes for which Taxes are paid with respect either Buyer or Target become liable due solely to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period, if any, ending on the Closing Date to the extent such Taxes are not reflected in the Current Liabilities of the Company in computing the Purchase Priceconversion.

Additional Tax Matters. (ai) Sellers shall All Tax Returns required to be responsible filed by or on behalf of Company and the Assets have been duly and timely filed (taking into account extensions) with the appropriate taxing authority in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true, complete and correct in all material respects; and all Taxes payable with respect to Company, the business of the Company and the Assets by or on behalf of the Company have been fully and timely paid. The Company has complied in all material respects with all Applicable Laws relating to the payment and withholding of Taxes and has duly and timely withheld and paid over to the appropriate taxing authority all amounts required to be so withheld and paid under all Applicable Laws. The most recent balance sheet of the Company reflects all liabilities for unpaid Taxes of the Company for periods (or portions of periods) through the date thereof. The Company does not have any liability for unpaid Taxes accruing after the date of the most recent balance sheet of the Company except for Taxes arising in the ordinary course of business subsequent to such date. (ii) No claim has been made in writing by a taxing authority in a jurisdiction where Company does not file Tax Returns such that it is or may be subject to taxation by that jurisdiction with respect to it or the Assets. (iii) There are no outstanding issues with respect to the Company, the business of the Company or the Assets which have been raised and communicated to the Company, either orally or in writing,) by any appropriate taxing authority for any fiscal period in respect of which a Tax Return of the Company has been audited. All deficiencies asserted or assessments made as a result of any examinations by any appropriate taxing authority of the Tax Returns of, or including, the Company have been fully paid, and there are no other audits or investigations by any appropriate taxing authority in progress, nor has the Company received any written notice from any appropriate taxing authority that it intends to conduct such an audit or investigation. No issue has been raised and communicated to the Company, whether in writing or orally, by an appropriate taxing authority in any prior examination with respect to the Company or the Assets which, by application of the same or similar principles, would reasonably be expected to result in a proposed deficiency for any subsequent taxable period. (iv) The Company has not (A) agreed to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of law or has any knowledge that any appropriate taxing authority has proposed any such adjustment, or has any application pending with any appropriate taxing authority requesting permission for any changes in accounting methods that relate to the Company, (B) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of Law with respect to the Company, (C) requested any extension of time within which to file any Tax Return, which Tax Return has since not been filed, (D) granted any extension for the preparation and timely filing assessment or collection of all Taxes, which remains in effect or (E) granted to any Person any power of attorney that is currently in force with respect to any Tax Returns matter. (v) The Company is not a party to any tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written) (other than commercial agreements entered into with third-parties in the ordinary course of business, the principal purpose of which is not related to Taxes). There is no contract, agreement, plan or arrangement covering any Person that, individually or collectively, could give rise to the payment of any amount that would not be deductible by reason of Section 280G of the Code. The Company is not subject to (i.e. the named party in) any private letter ruling of the Internal Revenue Service or comparable rulings of any appropriate taxing authority. (vi) There are no liens as a result of any unpaid Taxes upon any of the Assets of the Company. (vii) There is no US taxable income of the Company that are will be required under applicable Tax law to be filed reported by Delic or any of its Affiliates for a taxable period beginning after the Closing Date which taxable income was realized (giving effect to extensionsand reflects economic income) arising prior to the Closing Date. Sellers shall be responsible for the contents of such The Company has disclosed on those federal income Tax Returns and for which reference its income all positions taken therein that would give rise to substantial understatement of federal income tax within the payment meaning of all Taxes due with respect theretoSection 6662 of the Code. The Company has not participated in any "reportable transaction" within the meaning of Treasury Regulation Section 1.6011-4(b). (bviii) Buyer shall prepare or cause to be prepared and file all Tax Returns for All of the property of the Company for all periods ending that is subject to property Tax has been properly listed and described on the property tax rolls of the appropriate taxing authority. There is no material property or prior obligation of the Company, including uncashed checks to the Closing Date which are filed after the Closing Date. Buyer shall permit Sellers vendors, customers, or employees, non-refunded overpayments, or unclaimed subscription balances, that is escheatable or reportable as unclaimed property to review and comment on each such Tax Return described in the preceding sentence prior to filing. To the extent permitted by Applicable Law, Sellers shall include any income, gain, loss, deduction state or other tax items for such periods on their returns in a manner consistent with the Schedule K-1’s furnished by the Company for such periods. Sellers shall reimburse the Company for Taxes imposed upon the Company with respect to such periods within fifteen (15) days after payment by Buyer municipality under any applicable escheatment or the Company of such Taxes to the extent such Taxes are not reflected in the Current Liabilities in computing the Purchase Price Adjustmentunclaimed property laws. (cix) Buyer shall prepare or cause to be prepared The Company has not discontinued carrying on any business in respect of which non-capital losses were incurred, and file any Tax Returns of non-capital losses which the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to the Company within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Taxable period, if any, ending on the Closing Date to the extent such Taxes has are not reflected in the Current Liabilities of the Company in computing the Purchase Pricelosses from property or business investment losses.

Additional Tax Matters. To the extent relevant to the Business, the Purchased Assets or the Assumed Liabilities, Seller shall (ai) Sellers shall provide Buyer with such reasonable assistance as may be responsible for required in connection with the preparation of any Tax Return and timely filing the conduct of any audit or other examination by any Governmental Authority or in connection with judicial or administrative proceedings relating to any liability for Taxes, and (ii) retain and provide Buyer with all Tax Returns of the Company records or other information that are required to may be filed (giving effect to extensions) prior relevant to the Closing Datepreparation of any Tax Returns, or the conduct of any audit or examination, or other proceeding relating to Taxes. Sellers shall be responsible In the case of any real or personal property Taxes or any similar ad valorem Taxes attributable to the Purchased Assets or the Business for the contents of such which Taxes are reported on a Tax Returns and for the payment of all Return covering which Taxes due with respect thereto. (b) Buyer shall prepare or cause to be prepared and file all are reported on a Tax Returns for the Company for all periods ending Return covering a period which commences on or prior to the Closing Date and which are filed ends after the Closing Date, any such Taxes shall be prorated between Seller, on the one hand, and Buyer, on the other, on a per diem basis, with Seller being liable for Taxes relating to any period up to and including the Closing Date and Buyer being liable for Taxes relating to any period commencing after the Closing Date. Buyer shall permit Sellers The party required by applicable Law to review and comment on each pay any such Tax Return described in (the preceding sentence prior to filing. To the extent permitted by Applicable Law“Paying Party”), Sellers shall include any income, gain, loss, deduction or other tax items for such periods on their returns in a manner consistent with the Schedule K-1’s furnished by the Company for such periods. Sellers shall reimburse the Company for Taxes imposed upon the Company with respect to such periods within fifteen (15) days after payment by Buyer or the Company of such Taxes to the extent such Taxes are not reflected in payment exceeds the Current Liabilities in computing the Purchase Price Adjustment. (c) Buyer shall prepare or cause to be prepared and file any Tax Returns obligation of the Company Paying Party hereunder, shall provide the other Party (the “Non-Paying Party”) with notice of payment, and within 10 days’ of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Taxes. The Party required by applicable Law to file a Tax periods which begin before the Closing Date and end after the Closing Date. Sellers shall pay to the Company within fifteen (15) days after the date on which Taxes are paid Return with respect to such periods an amount equal to Taxes shall do so within the portion of such Taxes which relates to time period prescribed by applicable Law, and the portion of such Taxable period, if any, ending on the Closing Date to the extent such Taxes are not reflected other Party shall reasonably cooperate in the Current Liabilities of the Company in computing the Purchase Priceconnection therewith.

Additional Tax Matters. (ai) The Sellers shall cause to be responsible for prepared, and Target shall file or cause to be filed, with the preparation and timely filing of appropriate Governmental Authorities all Tax Returns of the Company that are required to be filed (giving effect to extensions) prior to the Closing Date. Sellers shall be responsible by Target for the contents of such Tax Returns and for the payment of all Taxes due with respect thereto. (b) Buyer shall prepare or cause to be prepared and file all Tax Returns for the Company for all periods any taxable period ending on or prior to the Closing Date which are and Target shall remit any Taxes due in respect of such Tax Returns. Buyer shall prepare and cause Target to file with the appropriate Governmental Authorities all Tax Returns required to be filed by it for any taxable period ending after the Closing Date. . (ii) Buyer shall permit and the Sellers recognize that each of them will need access, from time to review time, after the Closing Date, to certain accounting and comment Tax records and information held by Buyer and/or Target to the extent such records and information pertain to events occurring on each such Tax Return described in the preceding sentence or prior to filing. To the extent permitted by Applicable LawClosing Date; therefore, Sellers shall include any income, gain, loss, deduction Buyer agrees to cause Target 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 year in which the Closing occurs are filed or other tax items for such periods on their returns in a manner consistent with until the Schedule K-1’s furnished by expiration of the Company for such periods. Sellers shall reimburse the Company for Taxes imposed upon the Company statute of limitations with respect to such periods year, whichever is later, and (B) allow the Sellers and their agents and representatives at times and dates mutually acceptable to the Parties, to inspect, review and 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 requesting Party's expense. (iii) The Sellers shall reimburse Buyer for the Taxes relating to Pre-Closing Tax Periods, but which are payable in respect of Tax Returns to be filed by Buyer pursuant to SECTION 6(G)(I) hereof within fifteen ten (1510) business days after payment receipt by Buyer or the Company Sellers of signed copies of such Taxes Tax Returns as filed; however, only to the extent such Taxes are not reflected in excess of the Current Liabilities in computing reserve for such Tax Liability used to determine the Purchase Price AdjustmentNet Working Capital of Target. (civ) Buyer shall prepare For purposes of this Agreement, in the case of any Taxes payable for a taxable period that begins on or cause to be prepared before and file any Tax Returns of the Company for Tax periods which begin before the Closing Date and includes (but does not end after on) the Closing Date. Sellers shall pay to the Company within fifteen (15) days after the date on which Taxes are paid with respect to such periods an amount equal to , the portion of such Tax for the Pre-Closing Tax Period shall (x) in the case of any Taxes not based on or related to gross or net income, revenues or other receipts (including, but not limited to, real property Taxes), be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which relates is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any Taxes based on or related to gross or net income, revenues or other receipts be deemed to include the amount which would be payable if the relevant taxable period ended on and included the Closing Date. (v) Neither Buyer nor Target shall be liable for any Taxes resulting solely from the conversion by Target to the portion accrual basis of tax accounting from the cash basis of Tax accounting. The Sellers shall reimburse Buyer for any Taxes for which either Buyer or Target become liable due solely to such Taxable periodconversion. (vi) The Sellers and Buyer shall join in making a timely election under Section 338(h)(10) of the Code and any similar state law provisions in all applicable states (including any statutes comparable to under Section 338(g) of the Code) with respect to the sale and purchase of the Shares pursuant to this Agreement (the "Section 338(h)(10) Elections"), if anyand each party shall provide to the others all necessary information to permit such elections to be made. To facilitate such elections, ending at the Closing, the Sellers shall deliver to the Buyer an Internal Revenue Service Form 8023 and any similar form prescribed under applicable state Tax law (the "Forms") with respect to the Section 338(h)(10) Elections, which Forms shall have been duly executed by an authorized person for Sellers and shall include such attachments to the Forms as are necessary to include the consent of each Seller to the Section 338(h)(10) Elections ("Consent"). Each such Consent shall be executed by the respective Seller under penalties of perjury and shall otherwise comply with any requirements set forth in the Code, applicable Treasury regulations and on the Closing Date Forms. Buyer shall use reasonable efforts to assist Seller in reducing any Tax liabilities resulting from the extent such Taxes are not reflected in the Current Liabilities of the Company in computing the Purchase PriceSection 338(h)(10)