Common use of Buyer Returns Clause in Contracts

Buyer Returns. Buyer shall timely prepare and file (or cause such preparation and filing) with the appropriate Governmental Authorities any Tax Returns required to be filed by the Company with respect to a taxable period beginning before or after December 31, 2012 that are due after the Closing Date other than Seller Returns (the “Buyer Returns”). If any Tax shown as due on such Buyer Return includes any Pre-Closing Taxes (as defined below) or could otherwise be reasonably expected to affect the Tax liability of Seller (taking into account the indemnification obligations of Stockholders hereunder), Buyer shall provide Seller with copies of any Buyer Returns at least 15 days prior to the due date thereof (giving effect to any extensions) (or, if required to be filed within 15 days after the Closing Date, as soon as possible following the Closing Date) accompanied by a statement (the “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes shown as due on the Buyer Return. If Seller agrees with the Buyer Return and Pre-Closing Tax Statement, Seller shall pay to Buyer an amount equal to the Pre-Closing Taxes as shown on the Pre-Closing Tax Statement not later than two Business Days before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return. If, within 10 days of the receipt of the Buyer Return and Pre-Closing Tax Statement, Seller notifies Buyer that it disputes the manner of preparation of the Buyer Return or the amount of Pre-Closing Taxes calculated in the Pre-Closing Tax Statement, and provides Buyer its proposed form of Buyer Return, a statement setting forth and calculating in reasonable detail the Pre-Closing Taxes, and a written explanation of the reasons for its adjustment, then Buyer and Seller shall attempt to resolve their disagreement within the five days following Seller’s notification to Buyer of such disagreement. If Buyer and Seller are unable to resolve their disagreement, the dispute shall be submitted to a nationally recognized accounting firm in the Philippines that neither Buyer or Seller have used within the last two years or is otherwise mutually acceptable to Buyer and Seller (the “Arbitrator”), whose expense shall be borne equally by Buyer on the one hand, and Seller on the other, for resolution within 10 days of such submission. The decision of the Arbitrator with respect to such dispute shall be binding upon Buyer and Seller, and Seller shall pay to the Company an amount equal to the Pre-Closing Taxes as decided by the Arbitrator not later than two business days before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return.

Buyer Returns. Buyer shall timely will prepare and file (or cause such preparation to be prepared and filingfiled) with the appropriate Governmental Authorities any in a timely manner all Tax Returns required to be filed by the Purchased Company with respect to a taxable period beginning before or after December 31, 2012 that are due after the Closing Date (after giving effect to any valid extensions of the due date for filing any such Tax Returns) for Pre-Closing Tax Periods (other than the Seller Returns Returns) and for any Straddle Period (the “Buyer Returns”). If any Tax shown as due on such Buyer Return includes any Pre-Closing Taxes (as defined below) or could otherwise be reasonably expected to affect the Tax liability of Seller (taking into account the indemnification obligations of Stockholders hereunder), Buyer shall provide Seller with copies of will submit any Buyer Returns to Seller Representative for review and comment, to the extent Sellers could be liable for any Seller Tax reported on any such Buyer Return, at least 15 days prior to the due date thereof (after giving effect to any valid extensions) (or, if required ). Buyer shall consider in good faith such changes to be filed within 15 days after the Closing Date, as soon as possible following the Closing Date) accompanied by a statement (the “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes shown as due on the Buyer Return. If Seller agrees with the each Buyer Return and Pre-Closing Tax Statement, as are reasonably requested in a timely manner by Seller Representative. Seller Representative shall pay to Buyer an amount equal to the Pre-Closing Taxes as shown on the Pre-Closing Tax Statement not later than two Business Days or before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return. If, within 10 days of the receipt of the Buyer Return and Pre-Closing Tax Statement, Seller notifies Buyer that it disputes the manner of preparation of the Buyer Return or the amount of Pre-Closing Taxes calculated in the Pre-Closing Tax Statement, and provides Buyer its proposed form of Buyer Return, a statement setting forth and calculating in reasonable detail the Pre-Closing Taxes, and a written explanation of the reasons for its adjustment, then Buyer and Seller shall attempt to resolve their disagreement within the five days following Seller’s notification to Buyer of such disagreement. If Buyer and Seller are unable to resolve their disagreement, the dispute shall be submitted to a nationally recognized accounting firm in the Philippines that neither Buyer or Seller have used within the last two years or which is otherwise mutually acceptable to Buyer and Seller (the “Arbitrator”), whose expense shall be borne equally by Buyer on the one hand, and Seller on the other, for resolution within 10 days of such submission. The decision of the Arbitrator with respect to such dispute shall be binding upon Buyer and Seller, and Seller shall pay to the Company an amount equal to the Pre-Closing Taxes as decided by the Arbitrator not later than two business three days before the due date of any Buyer Returns (including after giving effect to any valid extensions) for payment the amount, if any, of Seller Taxes with respect relating to the Taxes payable by the Purchased Company under such Buyer Return.. The preparation and filing of any Tax Return of the Purchased Company that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Buyer. (e) After the Closing Date, Buyer and the Purchased Company will not, without obtaining the written consent of the Seller Representative, agree to the waiver or any extension of the statute of limitations relating to any Taxes of the Purchased Company for any Pre-Closing Tax Period. (f) Sellers shall have the right to (i) any Tax refunds received by the Purchased Company for any Pre-Closing Tax Period or (ii) any credits against Taxes in lieu of refunds described in clause (i). Buyer shall pay such amounts to the Seller Representative, for further distribution to the Sellers based on the Purchase Price Allocation Percentages, no later than thirty (30) days after the receipt by the Purchased Company of such Tax refunds or credits. (g) All Transaction Tax Deductions shall be claimed in a Pre-Closing Tax Period, except as otherwise required by applicable Law. Section 7.02

Buyer Returns. Buyer shall timely will prepare and file (or cause such preparation to be prepared and filingfiled) with the appropriate Governmental Authorities any in a timely manner all Tax Returns required to be filed by the Company with respect to a taxable period beginning before or after December 31, 2012 that are due Heartland Companies after the Closing Date (after giving effect to any valid extensions of the due date for filing any such Tax Returns) for Pre-Closing Tax Periods (other than the Seller Returns Returns) and for any Straddle Period (the “Buyer Returns”). If any Tax shown as due on such Buyer Return includes any Pre-Closing Taxes (as defined below) or could otherwise be reasonably expected to affect the Tax liability of Seller (taking into account the indemnification obligations of Stockholders hereunder), Buyer shall provide Seller with copies of will submit any Buyer Returns (excluding any Sales and Use Tax Returns) to Seller Representative for review and comment, to the extent Sellers could be liable for any Seller Tax reported on any such Buyer Return, at least 15 days prior to the due date thereof (after giving effect to any valid extensions) (or, if required ). Buyer shall consider in good faith such changes to be filed within 15 days after the Closing Date, as soon as possible following the Closing Date) accompanied by a statement (the “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes shown as due on the Buyer Return. If Seller agrees with the each Buyer Return (excluding any Sales and Pre-Closing Use Tax Statement, Returns) as are reasonably requested in a timely manner by Seller Representative. Seller Representative shall pay to Buyer an amount equal to the Pre-Closing Taxes as shown on the Pre-Closing Tax Statement not later than two Business Days or before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return. If, within 10 days of the receipt of the Buyer Return and Pre-Closing Tax Statement, Seller notifies Buyer that it disputes the manner of preparation of the Buyer Return or the amount of Pre-Closing Taxes calculated in the Pre-Closing Tax Statement, and provides Buyer its proposed form of Buyer Return, a statement setting forth and calculating in reasonable detail the Pre-Closing Taxes, and a written explanation of the reasons for its adjustment, then Buyer and Seller shall attempt to resolve their disagreement within the five days following Seller’s notification to Buyer of such disagreement. If Buyer and Seller are unable to resolve their disagreement, the dispute shall be submitted to a nationally recognized accounting firm in the Philippines that neither Buyer or Seller have used within the last two years or which is otherwise mutually acceptable to Buyer and Seller (the “Arbitrator”), whose expense shall be borne equally by Buyer on the one hand, and Seller on the other, for resolution within 10 days of such submission. The decision of the Arbitrator with respect to such dispute shall be binding upon Buyer and Seller, and Seller shall pay to the Company an amount equal to the Pre-Closing Taxes as decided by the Arbitrator not later than two business three days before the due date of any Buyer Returns (including after giving effect to any valid extensions) for payment the amount, if any, of Seller Taxes with respect relating to the Taxes payable by any Heartland Company under such Buyer Return.. The preparation and filing of any Tax Return of the Heartland Companies that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Buyer. (e) After the Closing Date, Buyer and the Heartland Companies will not, without obtaining the written consent of the Seller Representative, agree to the waiver or any extension of the statute of limitations relating to any Taxes (excluding any Sales and Use Taxes) of the Heartland Companies for any Pre-Closing Tax Period. (f) Sellers shall have the right to (i) any Tax refunds received by the Heartland Companies for any Pre-Closing Tax Period or (ii) any credits against Taxes in lieu of refunds described in clause (i). Buyer shall pay such amounts to the Seller Representative, for further distribution to the Sellers based on the Purchase Price Allocation Percentages, no later than thirty (30) days after the receipt by the Companies of such Tax refunds or credits. For the

Buyer Returns. Buyer shall timely will prepare and file (or cause such preparation to be prepared and filingfiled) with the appropriate Governmental Authorities any in a timely manner all Tax Returns required to be filed by the Company with respect to a taxable period beginning before or after December 31, 2012 that are due Heartland Companies after the Closing Date (after giving effect to any valid extensions of the due date for filing any such Tax Returns) for Pre-Closing Tax Periods (other than the Seller Returns Returns) and for any Straddle Period (the “Buyer Returns”). If any Tax shown as due on such Buyer Return includes any Pre-Closing Taxes (as defined below) or could otherwise be reasonably expected to affect the Tax liability of Seller (taking into account the indemnification obligations of Stockholders hereunder), Buyer shall provide Seller with copies of will submit any Buyer Returns (excluding any Sales and Use Tax Returns) to Seller Representative for review and comment, to the extent Sellers could be liable for any Seller Tax reported on any such Buyer Return, at least 15 days prior to the due date thereof (after giving effect to any valid extensions) (or, if required ). Buyer shall consider in good faith such changes to be filed within 15 days after the Closing Date, as soon as possible following the Closing Date) accompanied by a statement (the “Pre-Closing Tax Statement”) setting forth and calculating in reasonable detail the Pre-Closing Taxes shown as due on the Buyer Return. If Seller agrees with the each Buyer Return (excluding any Sales and Pre-Closing Use Tax Statement, Returns) as are reasonably requested in a timely manner by Seller Representative. Seller Representative shall pay to Buyer an amount equal to the Pre-Closing Taxes as shown on the Pre-Closing Tax Statement not later than two Business Days or before the due date (including any extensions) for payment of Taxes with respect to such Buyer Return. If, within 10 days of the receipt of the Buyer Return and Pre-Closing Tax Statement, Seller notifies Buyer that it disputes the manner of preparation of the Buyer Return or the amount of Pre-Closing Taxes calculated in the Pre-Closing Tax Statement, and provides Buyer its proposed form of Buyer Return, a statement setting forth and calculating in reasonable detail the Pre-Closing Taxes, and a written explanation of the reasons for its adjustment, then Buyer and Seller shall attempt to resolve their disagreement within the five days following Seller’s notification to Buyer of such disagreement. If Buyer and Seller are unable to resolve their disagreement, the dispute shall be submitted to a nationally recognized accounting firm in the Philippines that neither Buyer or Seller have used within the last two years or which is otherwise mutually acceptable to Buyer and Seller (the “Arbitrator”), whose expense shall be borne equally by Buyer on the one hand, and Seller on the other, for resolution within 10 days of such submission. The decision of the Arbitrator with respect to such dispute shall be binding upon Buyer and Seller, and Seller shall pay to the Company an amount equal to the Pre-Closing Taxes as decided by the Arbitrator not later than two business three days before the due date of any Buyer Returns (including after giving effect to any valid extensions) the amount, if any, of Seller Taxes relating to the Taxes payable by any Heartland Company under such Buyer Return. The preparation and filing of any Tax Return of the Heartland Companies that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Buyer. (e) After the Closing Date, Buyer and the Heartland Companies will not, without obtaining the written consent of the Seller Representative, agree to the waiver or any extension of the statute of limitations relating to any Taxes (excluding any Sales and Use Taxes) of the Heartland Companies for payment any Pre-Closing Tax Period. (f) Sellers shall have the right to (i) any Tax refunds received by the Heartland Companies for any Pre-Closing Tax Period or (ii) any credits against Taxes in lieu of Taxes refunds described in clause (i). Buyer shall pay such amounts to the Seller Representative, for further distribution to the Sellers based on the Purchase Price Allocation Percentages, no later than thirty (30) days after the receipt by the Companies of such Tax refunds or credits. For the avoidance of doubt, any Tax refunds received with respect to such any Sales and Use Taxes paid by Buyer Return.or any of its Affiliates on or after the Closing shall not be paid to Sellers. (g) All Transaction Tax Deductions shall be claimed in a Pre-Closing Tax Period, except as otherwise required by applicable Law. Section 7.02