Common use of Certain Tax Returns Clause in Contracts

Certain Tax Returns. (a) Subject to the provisions of Section 7.5, Seller, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets and the Business that are due with respect to any taxable year or other taxable period ending on or before the Closing Date. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns.

Certain Tax Returns. (a) Subject to Following the provisions of Section 7.5Closing, SellerSeller Representative shall prepare, at its own expense, shall prepare or cause to be prepared prepared, and shall timely file or cause to be timely filed filed, at the sole cost and expense of Sellers, all U.S. or Canadian federal, state, provincial and local Pass Thru Tax Returns related to of the Purchased Assets and Company due after the Business that are due Closing Date with respect to any taxable year or other taxable period Tax Period ending on or before our prior to the Closing DateDate (such Tax Returns, “Pre-Closing Pass Thru Tax Returns”). Such Any such Pre-Closing Pass Thru Tax Returns shall be prepared in a manner and using accounting methods consistent with the Intended Tax Returns (including amended Tax Returns) of Seller Treatment and the Selling Affiliates filed past practices of the Company and its Subsidiaries except as otherwise required by applicable Law, provided that any Transaction Tax Deductions shall be allocated to the taxable year or portion thereof ending on the Closing Date to the extent permissible under applicable Law (based on a “more likely than not” or higher standard). Prior to filing (or causing to file) any Pre-Closing Pass Thru Tax Return, Seller Representative shall provide Buyer with a draft of such Pre-Closing Pass Thru Tax Return as soon as reasonably practicable prior to the deadline for timely filing such Pre-Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Pass Thru Tax Returns Return (other than income Tax Returns and Tax Returns that are not primarily related after giving effect to the Business or the Purchased Assetsany valid extensions thereof) to Buyer for Buyer’s review a reasonable period of time prior review, comment and approval (not to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned) then delayed), and Seller Representative shall timely file consider in good faith any reasonable comments of Buyer to such Tax ReturnsReturn. Notwithstanding anything To the extent Buyer and Seller Representative disagree on the content of a Pre-Closing Pass Thru Tax Return, Seller Representative and Buyer shall negotiate in good faith to resolve any disputed items on such Pre-Closing Pass Thru Tax Return; provided that if Seller Representative and Buyer cannot come to a mutual agreement on such Pre-Closing Pass Thru Tax Return within fifteen (15) days of the contrary in this Section 7.1(adeadline for timely filing such Tax Return (after giving effect to any valid extensions thereof), Seller the matter shall not be required resolved pursuant to provide any such substantially identical procedures as set forth for the resolution of disputes in Section 1.04(c). For the avoidance of doubt, the Sellers shall have the sole right to prepare and file all Tax Returns to Buyer for Buyer’s review or consent of the DISC to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with that the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or DISC is liquidated prior to the Closing Date for prior fiscal periods and do not include any new or in accordance with Section 6.09. No Pre-Closing Pass Thru Tax Return may be amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that unless such amendment would not reasonably be expected to adversely affect the Taxes or Tax liabilities positions of the Buyer or the Company in any taxable period ending after the Closing Date and unless the prior written consent of the Buyer is obtained with respect to such amendment, which consent shall not be unreasonably withheld, conditioned or delayed. For the Business in avoidance of doubt, the parties agree that no such amendment shall be permitted unless a material respect for a PostPush-Closing Tax Period. Seller shall timely remit Out Election is permitted by applicable Law and made (or cause is required to be timely remitted Taxes shown due and payable on made pursuant to Section 7.05(c)) with respect to such Tax Returnsperiod.

Certain Tax Returns. (a) Subject to the provisions of Section 7.5, Seller, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets and the Business that are due with respect to any taxable year or other taxable period ending on or before the Closing Date. Such Tax Returns shall be prepared in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, unless otherwise required by Law. Seller shall provide such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities with respect to the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns.. 52 Asset Purchase Agreement

Certain Tax Returns. (a) Subject to the provisions of Section 7.5, SellerShareholder shall be responsible, at its own his expense, shall prepare or cause for filing (and, if necessary, obtaining extensions for filing) all federal income tax returns and state income tax returns of the Company for those jurisdictions in which the Company is entitled to be prepared and shall timely file or cause to be timely filed all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets and the Business that are due with respect to any taxable year or other taxable period ending on or before the Closing Date. Such Tax Returns shall be prepared treated in a manner and using accounting methods consistent with comparable to the Tax Returns (including amended Tax Returnsfederal tax treatment under Section 1362(a) of Seller and the Selling Affiliates Code, required to be filed by or on behalf of the Company for taxable periods ending on or prior to the Closing Date for prior fiscal periodsEffective Time which tax returns are due after the Effective Time, unless otherwise taking into account extensions. With respect to any tax return required to be filed by Law. Seller Shareholder pursuant to this Section 8A.1, Shareholder shall provide the U-Ship and their authorized representatives with copies of such Tax Returns completed tax returns at least thirty (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets30) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or business days prior to the Closing Date due date for the filing of such tax returns and the U-Ship and their authorized representatives shall have the right to review such tax returns prior fiscal periods to the filing of such tax returns. Such tax returns shall become final and do not include binding between the parties unless the U-Ship give written notice of disagreement (a "Notice of Disagreement") to Shareholder within ten (10) business days following receipt thereof. Any such Notice of Disagreement shall specify in reasonable detail the nature of any new or amended material Tax position that would be binding on disagreement so asserted. During a period of five days following the Purchased Assets or Buyer after ten-day period specified in the Closing or that would reasonably be expected immediately preceding paragraph, the Shareholder and U-Ship shall in good faith attempt to adversely affect the Taxes or Tax liabilities resolve in writing any differences which they may have with respect to any matter specified in any Notice of Disagreement. If at the Business end of such latter five-day period the Shareholder and U-Ship have failed to reach written agreement with respect to all of such matters, then all such matters as specified in any Notice of Disagreement as to which such written agreement has not been reached (collectively, the "Disputed Matters") shall be submitted to and reviewed by an arbitrator (the "Arbitrator") mutually acceptable to U-Ship and Shareholder, which shall be any national or regional accounting firm, but excluding any such firm which has performed services for U-Ship within the previous two years. The Shareholder, U-Ship and their respective accountants shall make readily available to the Arbitrator all relevant books and records and work papers prepared by them and requested by the Arbitrator to resolve the Disputed Matters. The Arbitrator shall act promptly to resolve all Disputed Matters and its decision with respect to all Disputed Matters shall be final and binding upon the Shareholder and U-Ship. Upon resolution by the Arbitrator of all Disputed Matters, the Arbitrator shall direct U-Ship to prepare and deliver to the Shareholder copies of the tax returns which are the subject of the Disputed Matters in accordance with the decision of the Arbitrator, provided however, that if the Arbitrator adopts a material respect position advocated by the Shareholder, at U-Ship's request the Shareholder shall provide an opinion of tax counsel of nationally recognized standing, chosen by the Shareholder and reasonably acceptable to U-Ship, that there is "substantial authority" within the meaning of Section 6662 of the Code, for a Post-Closing Tax Period. Seller shall timely remit or cause any position required to be timely remitted Taxes shown taken by U-Ship in any such tax return. The fees and expenses of Arbitrator shall be paid one half by the Shareholder and one half by U-Ship. Notwithstanding the foregoing, if within one business day prior to the due date of such tax returns (taking into account all available extensions) the parties have not agreed as to the form and payable on content of such Tax Returnstax returns and the Arbitrator's decision has not yet been received by U-Ship, U-Ship shall file such tax returns in the manner in which it sees fit with respect to any disputed issues and in the manner in which the parties have agreed with respect to all other issues. The tax return actually filed with the Internal Revenue Service shall be referred to as the "Final Return."

Certain Tax Returns. The Doskocils shall properly and ------------------- timely prepare (a) Subject to the provisions of Section 7.5, Seller, at its own expense, shall prepare or cause to be prepared prepared), at the cost and shall timely file or cause to be timely filed expense of DMC, all U.S. or Canadian federal, state, provincial and local Tax Returns related to the Purchased Assets of DMC and the Business that are due Spectrum with respect to any taxable year or other taxable period ending periods that end on or before the Closing DateDate (the "Seller Returns"), and DMC and Spectrum shall timely file any Seller Returns which are prepared in a manner consistent with this Section 8.14; provided that DMC shall not be required to reimburse the Doskocils for their out-of-pocket costs and expenses relating to preparation of Sellers Returns (including legal and accounting fees) in excess of $10,000. Such Tax The Doskocils shall provide the completed Seller Returns to Buyers for Buyers' review at least ten business days before the due date thereof. The Seller Returns shall be prepared in a manner and using accounting methods which is consistent with past practices, except as otherwise required by applicable law. Income, gain, loss, deduction and credit of DMC and Spectrum shall be allocated between the Seller Returns and any succeeding taxable period on the basis of a closing of the books of DMC at the close of business on the day preceding the Closing Date in accordance with Section 1362(e)(6)(D) of the Code and in the case of Spectrum as of the Closing. At the request of Buyers, Sellers shall cause an election pursuant to Section 754 of the Code to be in effect with respect to the taxable year of Spectrum ending on the Closing Date. Buyers, DMC and Spectrum agree to cooperate with the Doskocils in connection with the preparation of the Seller Returns, including without limitation by providing the Doskocils (and their agents) with access to all books and records which are reasonably related to the preparation of the Seller Returns and executing any required elections with respect thereto. None of Buyers, DMC or Spectrum will file any amended Tax Returns (including amended Tax Returnsor claim for refund or extend any statute of limitations with respect to Indemnifiable Taxes or Pass Through Taxes without obtaining the prior written consent of the Doskocils. Pursuant to Section 5.4(a) of Seller and the Selling Affiliates filed on or this Agreement, certain amounts are being paid prior to the Closing Date for prior fiscal periods, unless otherwise required by Lawto officers and other employees of DMC and Spectrum ("Bonus Amounts"). Seller shall provide such Tax Returns (other than income Tax Returns The Sellers and Tax Returns Buyers agree that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities Bonus Amounts with respect to employees of Spectrum are deductible in the Business in a material respect for a Post-Closing Tax Period. Seller shall timely remit or cause to be timely remitted Taxes shown due and payable on such Tax Returns.

Certain Tax Returns. (ap) Subject to the provisions of Section 7.5The Seller shall timely prepare, Seller, at its own expense, shall prepare or cause to be prepared timely prepared, for the review and comment of the Buyer, and the Buyer shall cause -50- to be filed in a timely manner, all (i) Straddle Period Tax Returns of each Acquired Company, (ii) non-income Tax Returns of the Acquired Companies for taxable periods ending on or before the Closing Date that are filed after the Closing Date, and (iii) other income Tax Returns of the Acquired Companies for taxable periods beginning before the Closing Date that are required to be filed after the Closing Date in any jurisdiction where the transactions contemplated by this Agreement are not treated as an asset sale, in each case, on a basis consistent with past practice of such Acquired Company unless such position is not “more likely than not” to be sustained. The Seller shall provide the Buyer with a reasonable opportunity to review any such Tax Returns and the Seller will incorporate any reasonable comments made by the Buyer with respect to such Tax Returns. (q) The Seller shall prepare, or cause to be prepared, in its sole discretion, and shall timely file or cause to be timely filed filed, all U.S. or Canadian federal, state, provincial and local Tax Returns related of the Acquired Companies (regardless of when they are required to be filed) that include the Purchased Assets Seller or any Other PGW Entity, including income Tax Returns in jurisdictions where the Acquired Companies are treated as disregarded entities (such as US federal income and certain state income Tax Returns). (r) Notwithstanding the Business that are due foregoing paragraphs of this Section 8.9.2, the Seller shall, within ten (10) business days of the date of this Agreement or such later time as mutually agreed by the parties in writing, prepare or cause to be prepared and file or cause to be filed Tax Returns with respect to the matters described in the second item of Schedule 3.8 as part of a “voluntary disclosure agreement” or similar agreement with the applicable Governmental Authority (each, a “Lynx Voluntary Disclosure Tax Return”). For the avoidance of doubt, any taxable year or other taxable period ending on or before Indemnified Taxes relating to any such Lynx Voluntary Disclosure Tax Return shall be subject to Section 9.2.1(g) to the extent not accounted for in Working Capital (as finally determined pursuant to Section 2.5. The Seller shall control all filings and proceedings with respect to the Lynx Voluntary Disclosure Tax Returns contemplated by this Section 8.9.2(c); provided that the Buyer shall have the opportunity to review all such filings and participate in any such proceedings after the Closing Date. Such Seller shall, in all cases be responsible for any costs or expenses (including attorney’s or accountant’s fees) with respect to the second item of Schedule 3.8. (s) Notwithstanding the foregoing paragraphs of this Section 8.9.2, the Buyer shall be entitled, at any time following the Closing, to prepare or cause to be prepared and file or cause to be filed Tax Returns with respect to the matters described in the third item of Schedule 3.8 (“ETS Voluntary Disclosure Tax Returns”). The Buyer shall be prepared in a manner control all filings and using accounting methods consistent proceedings with respect to the ETS Voluntary Disclosure Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods, unless otherwise required contemplated by Law. Seller shall provide such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets) to Buyer for Buyer’s review a reasonable period of time prior to their filing date. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns-51- this Section 8.9.2(d). Notwithstanding anything to the contrary in this Section 7.1(a)herein, Seller shall not the only amounts to be required to provide any such Tax Returns to Buyer for Buyer’s review or consent to the extent such Tax Returns are prepared by Seller in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior to the Closing Date for prior fiscal periods and do not include any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the included as Indemnified Taxes or Tax liabilities with respect to the Business third item of Schedule 3.8 shall be half of all payments to Taxing Authorities between $250,000 and $750,000. For the avoidance of doubt and in a material furtherance of the foregoing, with respect to any Taxes paid with respect to the third item of Schedule 3.8, (i) Buyer and/or one of the Acquired Companies shall be responsible for a Post-Closing all amounts up to $250,000 of any such Taxes, half of all Tax Period. amounts in excess of such $250,000 threshold and lower than the $750,000 threshold and any Tax amounts in excess of $750,000, and (ii) Seller shall timely remit be responsible for half of all Tax amounts in excess of such $250,000 threshold and lower than the $750,000 threshold. Buyer shall, in all cases, be responsible for any costs or cause expenses (including attorney’s or accountant’s fees) with respect to be timely remitted Taxes shown due and payable on such Tax Returnsthe third item of Schedule 3.8. 8.9.3.

Certain Tax Returns. (a) Subject to Following the provisions of Section 7.5Closing, SellerNewCo Seller shall prepare, at its own expense, shall prepare or cause to be prepared and shall timely file or cause to be timely filed prepared, all U.S. or Canadian federal, state, provincial and local income Tax Returns related to of the Purchased Assets Company and its Subsidiaries for reporting flow-through Tax items of the Business Sellers or the NewCo Seller that are due after the Closing Date with respect to any taxable year or other taxable period ending that ends on or before the Closing DateDate (such Tax Returns, “Pre-Closing Tax Returns”). Such Any such Pre-Closing Tax Returns shall be prepared in a manner and using accounting methods consistent with past practices of the Company and its Subsidiaries except as otherwise required by applicable Law, provided that any Transaction Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed Deductions that accrue on or prior to the Closing Date for prior fiscal periods, unless otherwise required by shall be allocated to the taxable year or portion thereof ending on the Closing Date to the maximum extent permissible under applicable Law. Other than with respect to the Company’s federal income Tax Return for calendar year 2018, at least 30 days prior to the due date for filing any Pre-Closing Tax Return (after giving effect to any valid extensions thereof), NewCo Seller shall provide Buyer with a draft of such Tax Returns (other than income Tax Returns and Tax Returns that are not primarily related to the Business or the Purchased Assets) to Buyer Return for Buyer’s review a reasonable period of time prior to their filing dateand comment. If Buyer consents to such Tax Returns (which consent shall not be unreasonably withheld, delayed or conditioned) then Seller shall timely file such Tax Returns. Notwithstanding anything to the contrary in this Section 7.1(a), Seller shall not be required to provide any written comments to NewCo Seller not later than 10 days after receiving any such Pre-Closing Tax Returns Return and, if Buyer does not provide any written comments with ten (10) days, the Buyer shall be deemed to have accepted such Pre-Closing Tax Return. Seller Representative and Buyer for Buyer’s review or consent shall attempt to the extent such Tax Returns are prepared by Seller negotiate in a manner and using accounting methods consistent with the Tax Returns (including amended Tax Returns) of Seller and the Selling Affiliates filed on or prior good faith to the Closing Date for prior fiscal periods and do not include resolve any new or amended material Tax position that would be binding on the Purchased Assets or Buyer after the Closing or that would reasonably be expected to adversely affect the Taxes or Tax liabilities dispute with respect to the Business in a material respect for a Postsuch Pre-Closing Tax PeriodReturn. If Seller Representative and Buyer are unable to resolve any such dispute at least ten (10) days before the due date for any such Pre-Closing Tax Return (after giving effect to any valid extensions thereof) the dispute shall timely remit be referred to the Neutral Auditor for resolution on or cause before the due date for any such Pre-Closing Tax Return (after giving effect to any valid extensions thereof) and the fees shall be timely remitted Taxes shown due shared one-half by Seller Representative (on behalf of the Sellers) and payable on such Tax Returnsone-half by Buyer.