Common use of Covenants Regarding Certain Tax Returns and Tax Information Clause in Contracts

Covenants Regarding Certain Tax Returns and Tax Information. The parties acknowledge that, for federal income tax purposes, the transfer of the Membership Interests pursuant to this Agreement will result in a termination of the LLC’s federal income tax year as of the Closing Date and that the LLC’s final federal income tax year will end on the Closing Date. The Managing Member, at the expense of the LLC, shall be responsible for preparing and filing the income Tax Returns of the LLC for the tax year ending on the Closing Date and, if not filed before Closing, any prior tax year. The Acquirer shall cooperate, and shall cause the LLC to cooperate, with the Managing Member in the preparation of such Tax Returns to the extent reasonably requested. Each such Tax Return shall be based on the LLC’s existing Tax elections and Tax accounting methods, except to the extent otherwise required by applicable law or agreed by the Managing Member and the Acquirer; provided, however, that the Managing Member shall cooperate, as and to the extent requested by the Acquirer, to cause elections to be made under Section 754 of the Code with respect to the transfers of Membership Interests in exchange (in whole or in part) for cash hereunder. The Managing Member shall use its commercially reasonable best efforts to cause each such Tax Return to be filed no later than March 15, 2006, and, at least 20 days prior to such date, the Managing Member shall provide a copy of each such Tax Return to the Acquirer and to The Zxxxxxxx Group, Inc. (on behalf of the Contributors) for their respective review, comment and approval. Promptly after filing each such Tax Return, the Managing Member shall provide a copy thereof to the Acquirer and The Zxxxxxxx Group, Inc. With respect to income Tax Returns of the Acquirer or of the LLC for any period after the Closing Date (the “Post-Closing Tax Returns”), the Managing Member shall provide to the Acquirer such information regarding the LLC as reasonably requested by the Acquirer. Any such Post-Closing Tax Returns shall be subject to review, comment and approval of the Acquirer and The Zxxxxxxx Group, Inc. (on behalf of the Contributors). In addition, each Contributor who receives Shares, in whole or in part, as Consideration shall provide to the Acquirer as promptly as feasible after the Closing Date (and in any event within 60 days after receiving from the LLC the Contributor’s Schedule K-1 for the LLC’s tax year ending on the Closing Date) a statement setting forth (i) the Contributor’s final, adjusted federal income tax basis in the Contributor’s Membership Interest and (ii) if such Contributor received cash as part of the Consideration, the amount of gain (if any) recognized by the Contributor for federal income tax purposes on the exchange of such Membership Interest for Shares and cash.

Covenants Regarding Certain Tax Returns and Tax Information. The parties acknowledge that, for federal income tax purposes, the transfer of the Membership Interests pursuant to this Agreement will result in a termination of the LLC’s federal income tax year as of the Closing Date and that the LLC’s final federal income tax year will end on the Closing Date. The Managing Member, at the expense of the LLC, shall be responsible for preparing and filing the income Tax Returns of the LLC for the tax year ending on the Closing Date and, if not filed before Closing, any prior tax year. The Acquirer shall cooperate, and shall cause the LLC to cooperate, with the Managing Member in the preparation of such Tax Returns to the extent reasonably requested. Each such Tax Return shall be based on the LLC’s existing Tax elections and Tax accounting methods, except to the extent otherwise required by applicable law or agreed by the Managing Member and the Acquirer; provided, however, that the Managing Member shall cooperate, as and to the extent requested by the Acquirer, to cause elections to be made under Section 754 of the Code with respect to the transfers of Membership Interests in exchange (in whole or in part) for cash hereunder. The Managing Member shall use its commercially reasonable best efforts to cause each such Tax Return to be filed no later than March 15, 2006, and, at least 20 days prior to such date, the Managing Member shall provide a copy draft of each such Tax Return to the Acquirer for its review and comment at least 45 days before the due date for filing, taking into account any extensions of such due date. The Managing Member shall make any changes to The Zxxxxxxx Groupsuch Tax Returns as the Acquirer reasonably requests at least 15 days before the applicable due date, Inc. (on behalf to the extent necessary for any such Tax Return to comply with applicable law or the provisions of the Contributors) for their respective review, comment and approvalthis Section 2.7. Promptly after filing each such Tax Return, the Managing Member shall provide a copy thereof to the Acquirer and The Zxxxxxxx Group, Inc. Acquirer. With respect to income Tax Returns of the Acquirer or of the LLC for any period after the Closing Date (the “Post-Closing Tax Returns”)Date, the Managing Member shall provide to the Acquirer such information regarding the LLC as reasonably requested by the Acquirer. Any such Post-Closing Tax Returns shall be subject to review, comment and approval of the Acquirer and The Zxxxxxxx Group, Inc. (on behalf of the Contributors). In addition, each Contributor who receives Shares, in whole or in part, as Consideration shall provide to the Acquirer as promptly as feasible after the Closing Date (and in any event within 60 30 days after receiving from the LLC the Contributor’s Schedule K-1 for the LLC’s tax year ending on the Closing Date) a statement setting forth (i) the Contributor’s final, adjusted federal income tax basis in the Contributor’s Membership Interest and (ii) if such Contributor received cash as part of the Consideration, the amount of gain (if any) recognized by the Contributor for federal income tax purposes on the exchange of such Membership Interest for Shares and cash.