Common use of Additional Tax Matters Clause in Contracts

Additional Tax Matters. The Buyer shall cause RPI (at RPI's sole cost and expense) 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 RPI shall remit any Taxes due by RPI (net of any paid estimated taxes, credits or prepaid taxes in respect of such Taxes) in respect of such Tax Returns; provided, however, that Buyer shall provide Sellers with at least sixty (60) days to review any such Tax Returns prior to their filing (such review to be at Sellers' sole cost and expense) and if such Sellers determine that there is a dispute, Sellers shall submit such objection in accordance with the notice procedures set forth in Section 8(i). Buyer and Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Buyer and/or RPI to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, Buyer shall cause RPI to (A) to properly retain and maintain such records for a period of seven (7) years from the date the Tax Returns for the year in which the Closing occurs are filed or until six (6) months after the expiration of the statute of limitations as may be extended by law from time to time that applies to the Tax Return in question (i.e., including Tax Returns for years preceding the year in which the Closing occurs), 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.

Additional Tax Matters. The Buyer 1. Subject to Buyer's reasonable right to approve same, Sellers shall cause RPI prepare and file (at RPI's sole Sellers' cost and expense) to file with the appropriate governmental authorities all Income Tax Returns required to be filed by it for any taxable period ending prior to the Closing Date Date, and RPI Sellers shall remit any Income Taxes due by RPI (net of any paid estimated taxes, credits or prepaid taxes in respect of such Taxes) in respect of such Tax Returns; provided, however, that Buyer shall provide Sellers with at least sixty (60) days to review any such Income Tax Returns prior (but only to their filing (the extent such review to be at Sellers' sole cost and expense) and Income Taxes are in excess of the reserve, if such Sellers determine that there is a disputeany, Sellers shall submit such objection in accordance with the notice procedures set forth in Section 8(ion the Most Recent Fiscal Year End Balance Sheet). Buyer and Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Income Tax records and information held by the Buyer and/or RPI triSpan to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, Buyer shall agrees to cause RPI triSpan to (A) to properly retain and maintain such records for a period of seven six (76) years from the date the Income Tax Returns for the year in which the Closing occurs are filed or until six (6) months after the expiration of the statute of limitations as may be extended by law from time to time that applies to the Income Tax Return in question (i.e., including Income Tax Returns for years preceding the year in which the Closing occurs), 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 aforementioned records as such other party the Sellers may deem necessary or appropriate from time to time, such activities to be conducted during normal business hours and at the Sellers' expense. The Buyer and the Sellers further agree, upon request, to use their best efforts to obtain any certificate or other Party's expensedocuments from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Income Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). 2. The Sellers shall be liable for any Taxes or other costs attributable solely to all Tax Liabilities associated with the conversion from cash to accrual accounting as a result of the transactions contemplated by this Agreement. The Sellers shall also be liable to the Buyer for all Income Taxes imposed on triSpan with respect to any taxable year ended on or before the Closing Date or, with respect to any period beginning before and ending after the Closing Date, for the portions of such period occurring on or before the Closing Date, including without limitation any Income Taxes incurred in connection with any audit by any governmental authority for any such period (or portion thereof); PROVIDED, HOWEVER, that such liability shall be only to the extent such Taxes are in excess of the reserve, if any, for such Tax Liability set forth on the Most Recent Fiscal Year End Balance Sheet. 3. All transfer, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement shall be paid by the Sellers when due, and the Party required by applicable law will file all necessary Tax Returns and other documentation with respect to all such -29- transfer, documentary, sales, use, stamp, registration, and other such Taxes and fees, and, if required by applicable law, the other Parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns and other documentation. The expense of such filings shall be paid by the Sellers.

Additional Tax Matters. The Buyer (i) ACG shall cause RPI CFT (at RPI's the sole cost and expenseexpense 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 Date, and RPI the Shareholders (other than the ESOP) shall remit any Taxes due by RPI (net of any paid estimated taxes, credits or prepaid taxes in respect of such Taxes) in respect of such Tax ReturnsReturns (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 Buyer the Principals shall provide Sellers PWC with at least sixty ten (6010) days to review any such Tax Returns return prior to their its filing (such review to be at Sellers' ACG's sole cost and expense) and if such Sellers determine that there is a dispute, Sellers shall submit such objection in accordance with the notice procedures set forth in Section 8(i). Buyer The cost of preparation of such short period tax return shall be paid by Shareholders. (ii) ACG and Sellers Shareholders recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Buyer ACG and/or RPI CFT to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, Buyer shall ACG agrees to cause RPI CFT to (A) use its best efforts to properly retain and maintain such records for a period of seven six (76) years from the date the Tax Returns for the year in which the Closing occurs are filed or until six (6) months after the expiration of the statute of limitations as may be extended by law from time to time that applies to the Tax Return in question (i.e., including Tax Returns for years preceding the year in which the Closing occurs), whichever is later, and (B) allow the Sellers Shareholders 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 requesting Party's expense. (iii) The Principals shall be jointly and severally liable for, and shall indemnify and hold ACG and CFT harmless against, any Taxes or other costs attributable solely to 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 other costs attributable solely to a failure on the part of the ACG to take all actions required under Section 6(h)(i). The indemnity set forth in this Section 6(h)(iii) shall not be subject to the conditions and limitations set forth in Section 8(b) of this Agreement.

Additional Tax Matters. (i) The Buyer shall cause RPI Infinity (at RPI's Sellers' sole cost and expense) 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 RPI Sellers shall remit any Taxes due by RPI (net of any paid estimated taxes, credits or prepaid taxes in respect of such Taxes) in respect of such Tax ReturnsReturns (but only to the extent such Taxes are in excess of the reserve, if any, for such Tax liability used to determine the Net Cash of Infinity at Closing). In addition, Sellers shall cause their Certified Public Accountant to prepare a short period tax return for Infinity covering the period from December 31, 1997 through the Closing Date; providedPROVIDED, howeverHOWEVER, that Buyer Sellers shall provide Sellers Coopers & Lybrand, L.L.P. with at least sixty ten (6010) days to review any such Tax Returns reviex xxxx return prior to their its filing (such review to be at Sellers' Buyer's sole cost and expense) and if such Sellers determine that there is a dispute, Sellers shall submit such objection in accordance with the notice procedures set forth in Section 8(i). The cost of preparation of such short period tax return shall be paid by Sellers. (ii) Buyer and Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Buyer and/or RPI Infinity to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, Buyer shall agrees to cause RPI Infinity to (A) use its best efforts to properly retain and maintain such records for a period of seven six (76) years from the date the Tax Returns for the year in which the Closing occurs are filed or until six (6) months after the expiration of the statute of limitations as may be extended by law from time to time that applies to the Tax Return in question (i.e., including Tax Returns for years preceding the year in which the Closing occurs), 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.

Additional Tax Matters. (i) The Buyer Targets shall cause RPI (at RPI's sole cost and expense) 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 RPI the Targets shall remit any Taxes due by RPI (net of any paid estimated taxes, credits or prepaid taxes in respect of such Taxes) in respect of such Tax Returns; provided. The Sellers CORESTAFF, however, that Buyer INC. STOCK PURCHASE AGREEMENT - 35 - 41 shall provide Sellers with at least sixty (60) days have the right to review any such and, acting in good faith with reasonable judgment, approve the Tax Returns prior to their filing filing. (such review to be at Sellers' sole cost and expenseii) and if such Sellers determine that there is a dispute, Sellers shall submit such objection in accordance with the notice procedures set forth in Section 8(i). Buyer and the Sellers recognize that each of them will need access, from time to time, after the Closing Date, to certain accounting and Tax records and information held by the Buyer and/or RPI the Targets to the extent such records and information pertain to events occurring on or prior to the Closing Date; therefore, Buyer shall agrees to cause RPI the Targets to (A) use its best efforts to properly retain and maintain such records for a period of seven six (76) years from the date the Tax Returns for the year in which the Closing occurs are filed or until six (6) months after the expiration of the statute of limitations as may be extended by law from time with respect to time that applies to the Tax Return in question (i.e., including Tax Returns for years preceding the year in which the Closing occurs)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 the Buyer for the Taxes for which they are liable pursuant to Section 6(h)(i) hereof, but which are payable in respect of Tax Returns to be filed by the Buyer pursuant to Section 6(h)(i) hereof within ten (10) business days after receipt by the Sellers of signed copies of such Tax Returns as filed; however, only to the extent such Taxes are in excess of the reserve for such Tax Liability used to determine the Net Working Capital of the Targets.