Common use of Buyer Prepared Tax Returns Clause in Contracts

Buyer Prepared Tax Returns. Except for Seller-Prepared Tax Returns, Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for the Company and its Subsidiaries (A) for all Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date and (B) for all Tax periods that begin on or before and end after the Closing Date (each such taxable period described in clause (B), a “Straddle Period” and each such Tax Return described in clause (A) or (B), a “Buyer-Prepared Tax Return”). All Buyer-Prepared Tax Returns will be prepared in a manner consistent with past practice of the Company and its Subsidiaries (and their predecessors) unless otherwise required by applicable Law. (1) At least thirty (30) calendar days (or ten (10) calendar days in the case of sales Taxes) prior to the date on which any Buyer-Prepared Tax Return is required to be filed (taking into account any valid extensions), Buyer shall submit such Buyer-Prepared Tax Return (together with (A) in the case of a Tax Return for a Straddle Period, a written statement of apportionment of the related Straddle Period Tax liability in accordance with the principles of Section 8.2(b), and (B) any applicable schedules, statements, and, to the extent requested by Sellers’ Representative, supporting documentation) to Sellers’ Representative for Sellers’ Representative’s review and comment. Sellers’ Representative shall provide written notice to Buyer of any disagreement with any items in such Buyer-Prepared Tax Return within ten (10) calendar days following the receipt of such Buyer-Prepared Tax Return. If Sellers’ Representative fails to provide notice of disagreement, such Buyer-Prepared Tax Return will become final and binding upon the parties hereto, and Buyer shall timely and properly file such Buyer-Prepared Tax Return. (2) If Sellers’ Representative delivers a timely notice of disagreement with respect to any Buyer-Prepared Tax Return, then Buyer and Sellers’ Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Sellers’ Representative are unable to resolve any dispute regarding any Buyer-Prepared Tax Return within five (5) calendar days after Sellers’ Representative delivers its notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 2.4(e).

Buyer Prepared Tax Returns. Except for Seller-Prepared Tax Returns, All Buyer shall prepare or cause to be prepared, and file or cause to be filed, all Tax Returns for the Company and its Subsidiaries (A) for all Tax periods ending on or before the Closing Date that are required to be filed after the Closing Date and (B) for all Tax periods that begin on or before and end after the Closing Date (each such taxable period described in clause (B), a “Straddle Period” and each such Tax Return described in clause (A) or (B), a “Buyer-Prepared Tax Return”). All Buyer-Prepared Tax Returns will shall be prepared in a manner consistent with past practice of the Company and its Subsidiaries (and their predecessors) this Agreement, unless otherwise required by applicable Law. Applicable Laws. Buyer shall deliver a draft of any income or other material Buyer Prepared Tax Returns to the Sellers’ Representative for its review and comment as soon as reasonably practicable (1) At least which, in the case of income Tax Returns, shall be not less than thirty (30) calendar days (or ten (10) calendar days in the case of sales Taxesdays) prior to the date on which any Buyer-such Buyer Prepared Tax Return is required Returns are due to be filed (taking into account any valid applicable extensions). As soon as reasonably practicable (which, Buyer shall submit such Buyer-Prepared Tax Return (together with (A) in the case of a income Tax Return for a Straddle PeriodReturns, a written statement of apportionment of shall be within fifteen (15) days) following the related Straddle Period Tax liability in accordance with the principles of Section 8.2(b), and (B) any applicable schedules, statements, and, to the extent requested by Sellers’ Representative, supporting documentation) to Sellers’ Representative for Sellers’ Representative’s review and comment. receipt of any such Buyer Prepared Tax Return, the Sellers’ Representative shall provide written notice to notify Buyer of any disagreement in writing with any items in comments to such Buyer-Prepared Tax Return within ten (10) calendar days following the receipt of such Buyer-Buyer Prepared Tax Return. If To the extent such comments relate to any Pre-Closing Tax Period or the pre-Closing portion of any Straddle Period, Buyer shall consider such reasonable comments of the Sellers’ Representative fails with respect to such Buyer Prepared Tax Returns in good faith. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, Buyer shall not be required to provide notice of disagreement, such Buyer-Prepared any U.S. federal consolidated income Tax Return will become final and binding upon (or any combined, consolidated, unified or similar income Tax Return) required to be filed by Buyer or any of its Affiliates as the parties hereto“common parent” of an “affiliated group” (within the meaning of Section 1504 of the Code or any similar or analogous provision of applicable income Tax law), or any portion thereof, in any form or manner whatsoever to any other Person pursuant to this Agreement, and Buyer in no event shall timely and properly file such Buyer-Prepared Tax Return. (2) If the Sellers’ Representative delivers a timely notice of disagreement with respect have any right to review or comment on any Buyer-Prepared Tax Return, then Buyer and Sellers’ Representative shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Sellers’ Representative are unable to resolve any dispute regarding any Buyer-Prepared Tax Return within five (5) calendar days after Sellers’ Representative delivers its notice of disagreement, then the dispute will be finally and conclusively resolved by the Accountants in accordance with the dispute resolution procedure set forth in Section 2.4(e)or any position taken therein.

Buyer Prepared Tax Returns. Except for Seller-Prepared Tax Returns, Buyer shall prepare or cause to be preparedprepare, and file or cause to be filedapprove and/or file, all Tax Returns for the Company and its Subsidiaries (A) Companies for all Tax periods ending on or before prior to the Closing Date (a “pre-Closing Period”) that are required to be filed after the Closing Date and (B) for all Tax periods that begin on or before and end after the Closing Date (each such taxable period described in clause (B), a “Straddle Period” and each such Date. For any Tax Return described in clause (A) or (B)for which an Indemnifying Shareholder may reasonably have an indemnity obligation, a “Buyer-Prepared Tax Return”). All Buyer-Prepared Tax Returns will be prepared in a manner consistent with past practice of the Company and its Subsidiaries (and their predecessors) unless otherwise required by applicable Law. (1) At least thirty (30) calendar days (or ten (10) calendar days in the case of sales Taxes) prior to the date on which including any Buyer-Prepared Tax Return is required to be filed (taking into account any valid extensions)involving a pre-Closing Period in full or in part, Buyer shall submit such Buyer-Prepared provide the Shareholder Representative copies of draft Tax Return Returns for review no later than 30 (together thirty) days before the due date (with (Aextensions) thereof. If the Shareholder Representative does not provide the Buyer with a written description of the items in the case Tax Returns or the tax statement that the Shareholder Representative intends to dispute within fifteen (15) Business Days following the delivery to the Shareholder Representative of a Tax Return for a Straddle Periodsuch documents, a written statement of apportionment of the related Straddle Period Tax liability Shareholder Representative shall be deemed to have accepted and agreed to such documents in accordance with the principles of Section 8.2(b)form provided, and (B) any applicable schedules, statements, and, to the extent requested by Sellers’ Representative, supporting documentation) to Sellers’ Representative for Sellers’ Representative’s review and comment. Sellers’ Representative shall provide written notice to Buyer of any disagreement with any items in such Buyer-Prepared Tax Return within ten (10) calendar days following the receipt of such Buyer-Prepared Tax Return. If Sellers’ Representative fails to provide notice of disagreement, such Buyer-Prepared Tax Return will become final and binding upon the parties hereto, and Buyer shall thereafter cause all such Tax Returns to be timely filed. The Buyer shall not make any changes to such Tax Returns without the prior written approval of Shareholder Representative (which approval may not be unreasonably withheld, conditioned, or delayed). Buyer shall defend, indemnify and properly hold harmless the Sellers for any losses Sellers may suffer or incur for the Buyer’s failure exclusively with regards to timely file such Buyer-Prepared Tax ReturnReturns, except if such failure occurred due to Seller’s fault pursuant to provisions of this Section 11.6. (2) If Sellers’ Representative delivers a timely notice of disagreement with respect to any Buyer-Prepared Tax Return, then 1. The Buyer and Sellers’ the Shareholder Representative shall agree to timely consult with each other and to negotiate in good faith any timely-raised issue arising as a result of the review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible, which good faith negotiations shall include each side exchanging in writing their positions concerning the matter(s) in dispute and use a meeting to discuss their reasonable best efforts to resolve such itemsrespective positions. If In the event Buyer and Sellers’ Shareholder Representative are unable to resolve any dispute regarding within ten (10) Business Days following the delivery of written notice by the Shareholder Representative of such dispute, the Shareholder Representative or Buyer may require that they mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by Appraiser mutually agreed to by the Shareholder Representative and Buyer (the accounting firm ultimately chosen, the “Accounting Referee”), and they shall jointly request the Accounting Referee to resolve any Buyer-Prepared issue in dispute at least ten (10) Business Days before the due date of such Tax Return, in order that such Tax Return may be timely filed. The Accounting Referee shall make a determination with respect to any disputed issue within five (5) calendar days after Sellers’ Representative delivers its notice Business Days before the due date (including extensions) for the filing of disagreementthe Tax Return in question, then and the dispute will Buyer shall cause the applicable Companies to file such Tax Return on the due date (including extensions) therefor in a manner consistent with the determination of the Accounting Referee. The determination of the Accounting Referee shall be finally binding; provided, however, that any such determination shall be limited to the resolution of issues in dispute. The fees and conclusively resolved disbursements of the Accounting Referee shall be borne by the Accountants party (i.e., the Indemnifying Shareholders in accordance with their Indemnification Pro-Rata Share, on the one hand, and the Buyer, on the other hand), that assigned amounts to items in dispute resolution procedure set forth that were, on a net basis, furthest in Section 2.4(e)amount from the amount finally determined by the Accounting Referee, or equally, in the event the Parties’ assigned amounts were, on a net basis, equally far from the amount finally determined by the Accounting Referee. The Indemnifying Shareholders will be liable for paying Tax Liabilities shown as due and owing on all such Tax Returns which represent Buyer Losses, in accordance with Sections 4, 9 and 10 hereof.

Buyer Prepared Tax Returns. Except for Seller-Prepared Tax Returns, Buyer shall prepare have the right to prepare, approve and/or file, or to cause the Polycom Companies to be preparedprepare, and file or cause to be filedapprove and/or file, all Tax Returns for the Company and its Subsidiaries (A) Polycom Companies for all Tax periods ending on or before prior to the Closing Date that are required to be filed after the Closing Date and (B) for all Tax periods that begin on or before and end after the Closing Date (each such taxable period described in clause (B), a “Straddle Period” and each Date. All such Tax Return described in clause (A) or (B), a “Buyer-Prepared Tax Return”). All Buyer-Prepared Tax Returns will shall be prepared in accordance with applicable Law and in a manner consistent with past prior practice of the Company and its Subsidiaries (and their predecessors) unless otherwise required by Polycom Companies to the extent consistent with applicable Law. . Buyer shall provide Seller with completed drafts of such Tax Returns (1including any related work papers or other information reasonably requested by Seller) At for Seller’s review and comment at least thirty (30) calendar days (or ten (10) calendar days in the case of sales Taxes) prior to the due date on which for filing and shall consider in good faith any Buyer-Prepared Tax Return is required to be filed (taking into account any valid extensions), reasonable comments thereto. Buyer shall submit not make any changes to such Buyer-Prepared Tax Return Returns without the prior written approval of Seller (together with (A) in the case of a Tax Return for a Straddle Periodwhich approval may not be unreasonably withheld, a written statement of apportionment of the related Straddle Period Tax liability in accordance with the principles of Section 8.2(bconditioned, or delayed), and (B) any applicable schedules, statements, and, to the extent requested by Sellers’ Representative, supporting documentation) to Sellers’ Representative for Sellers’ Representative’s review and comment. Sellers’ Representative shall provide written notice to Buyer of any disagreement with any items in such Buyer-Prepared Tax Return within ten (10) calendar days following the receipt of such Buyer-Prepared Tax Return. If Sellers’ Representative fails to provide notice of disagreement, such Buyer-Prepared Tax Return will become final and binding upon the parties hereto, and Buyer shall timely and properly file such Buyer-Prepared Tax Return. (2) If Sellers’ Representative delivers a timely notice of disagreement with respect to any Buyer-Prepared Tax Return, then Buyer and Sellers’ Representative shall Seller agree to timely consult with each other and to negotiate in good faith any timely-raised issue arising as a result of the review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible, which good faith negotiations shall include each side exchanging in writing their positions concerning the matter(s) in dispute and use a meeting to discuss their reasonable best efforts to resolve such itemsrespective positions. If In the event Buyer and Sellers’ Representative Seller are unable to resolve any dispute regarding within ten (10) Business Days following the delivery of written notice by Seller of such dispute, Seller or Buyer may require that they mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by, a U.S. recognized accounting firm mutually agreed to by Seller and Buyer (the accounting firm ultimately chosen, the “Accounting Referee”), and they shall jointly request the Accounting Referee to resolve any Buyer-Prepared issue in dispute at least ten (10) Business Days before the due date of such Tax Return so that such Tax Return may be timely filed. The Accounting Referee shall make a determination with respect to any disputed issue within five (5) calendar days after Sellers’ Representative delivers its notice Business Days before the due date (including extensions) for the filing of disagreementthe Tax Return in question, then and Seller shall cause the dispute will Polycom Companies to file such Tax Return on the due date (including extensions) therefor in a manner consistent with the determination of the Accounting Referee. The determination of the Accounting Referee shall be finally binding; provided, however, that any such determination shall be limited to the resolution of issues in dispute. The fees and conclusively resolved disbursements of the Accounting Referee shall be borne equally by the Accountants in accordance with the dispute resolution procedure set forth in Section 2.4(e)Parties.