Common use of Filing of Returns and Payment of Taxes Clause in Contracts

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, “Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns) and in each case shall pay, or cause to be paid, when due all Taxes with respect to such Tax Returns. Subject to Section 4.02(b), Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all other Tax Returns and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) of the Transferred Subsidiaries (those Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax Returns, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed Liabilities, both Seller and Purchaser agree to use commercially reasonable efforts to furnish or make available such non-privileged information, documents or records at the recipient’s request, cost and expense; provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (d) In the case of any Straddle Period: (i) Excluded Taxes that are real property, personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, and in the case of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or foreign law), as if the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of the close of business on the applicable Closing Date (whether or not such Taxes arise in a Straddle Period of the applicable owner).

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, “Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns) and in each case shall pay, or cause to be paid, when due all Taxes with respect to such Tax Returns. Subject to Section 4.02(b), Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all other Tax Returns and shall pay, or cause to be paid, when due all Taxes with respect relating to such other the Transferred Assets, Transferred IP and Transferred Contracts attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax Returns. (b) Purchaser Period”). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilitiesreturns, (ii) that both includes an item described in clause (i) and also relates to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) of the Transferred Subsidiaries (those Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, when due all Taxes relating to the applicable Governmental Authority all Taxes due with respect Transferred Assets, Transferred IP and Transferred Contracts attributable to such taxable periods which are not part of the Pre-Closing Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of SellerPeriod. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax Returnsreturns or other documents required to be filed with Governmental Authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed LiabilitiesAssets, both Seller and Purchaser Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information, documents or records information at the recipient’s request, cost and expense; provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), that no Party shall be entitled to review or examine the Tax Returns returns of any other Party. Notwithstanding anything in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (db) In For purposes of this Section 4.1, in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period: (i) Excluded Taxes that are real property”), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, Date and in the case amount of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) for taxable periods that are not part of the Code or any comparable statePre-Closing Tax Period shall be the excess, local or foreign law)if any, as if the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of the close of business on Taxes for the applicable Closing Date (whether or not such Taxes arise in a Straddle Period of less the applicable owner)Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller [*] shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, herein “Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns) and in each case shall pay, or cause to be paid, when due all Taxes with respect relating to such the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax ReturnsPeriod”). Subject to Section 4.02(b), Purchaser [*] shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates attributable to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) taxable periods which are not part of the Transferred Subsidiaries (those Pre-Closing Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of SellerPeriod. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax ReturnsReturns for Governmental Authorities, it is necessary that a Party party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed LiabilitiesAssets, both Seller and Purchaser Buyer agree to use commercially reasonable efforts to furnish or make available such then existing, non-privileged information, documents or records information at the recipient’s request, cost and expense; expense provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), that no Party party shall be entitled to review or examine the Tax Returns of any other Partyparty. Notwithstanding anything For purposes of this Section 3.2, in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (d) In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period: (i) Excluded Taxes that are real property”), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, Date and in the case amount of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) for taxable periods that are not party of the Code or any comparable statePre-Closing Tax Period shall be the excess, local or foreign law)if any, as if of (x) the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of Taxes for the close of business on the applicable Closing Date (whether or not such Taxes arise in a Straddle Period of over (y) the applicable owner)Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller [...***...] shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, herein “Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns) and in each case shall pay, or cause to be paid, when due all Taxes with respect relating to such the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax ReturnsPeriod”). Subject to Section 4.02(b), Purchaser […***…] shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates attributable to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) taxable periods which are not part of the Transferred Subsidiaries (those Pre-Closing Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of SellerPeriod. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax ReturnsReturns or other documents required to be filed with Governmental Authorities, it is necessary that a Party party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed LiabilitiesAssets, both Seller and Purchaser Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information, documents or records information at the recipient’s request, cost and expense; expense provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), that no Party party shall be entitled to review or examine the Tax Returns of any other Partyparty. Notwithstanding anything For purposes of this Section 3.2, in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (d) In the case of any Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period: (i) Excluded Taxes that are real property”), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, Date and in the case amount of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) for taxable periods that are not party of the Code or any comparable statePre-Closing Tax Period shall be the excess, local or foreign law)if any, as if of (x) the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of Taxes for the close of business on the applicable Closing Date (whether or not such Taxes arise in a Straddle Period of over (y) the applicable owner)Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, herein “Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns) and in each case shall pay, or cause to be paid, when due all Taxes with respect relating to such the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax ReturnsPeriod”). Subject to Section 4.02(b), Purchaser Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect relating to such other the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Returns. (b) Purchaser Period. Buyer shall prepare and file, or and cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax Returns for any a Straddle Period (i) relating exclusively to as defined in the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) of the Transferred Subsidiaries (those Tax Returns described in (inext paragraph), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, pay to the applicable Governmental Authority authority all Taxes due with respect to such those Tax Returnsreturns; provided that (i) Purchaser Buyer shall deliver any such Tax Returns to Seller at least 45 Business Days thirty days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller, which consent shall not be unreasonable held or delayed. Within 10 Business Days ten days of written demand thereof, but in no event more than 10 Business Days ten days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any the Straddle Period calculated using relating to the principles set forth in Section 4.02(d). (c) Pre-Closing Tax Period. If, in order to properly prepare its Tax ReturnsReturns or other tax documents required to be filed with Governmental Authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed LiabilitiesAssets, both Seller and Purchaser Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information, documents or records information at the recipient’s request, cost and expense; expense provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), that no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, records that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (d) In . For purposes of this Section 3.2, in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period: (i) Excluded Taxes that are real property”), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, Date and in the case amount of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) for taxable periods that are not part of the Code or any comparable statePre-Closing Tax Period shall be the excess, local or foreign law)if any, as if of (x) the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of Taxes for the close of business on the applicable Closing Date (whether or not such Taxes arise in a Straddle Period of over (y) the applicable owner)Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, “herein "Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns") and in each case shall pay, or cause to be paid, when due all Taxes with respect relating to such the Transferred Assets or their use attributable to any taxable period which ends on or prior to the Closing Date (herein "Pre-Closing Tax ReturnsPeriod"). Subject to Section 4.02(b), Purchaser Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates attributable to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) taxable periods which are not part of the Transferred Subsidiaries (those Pre-Closing Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of SellerPeriod. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax ReturnsReturns or other documents required to be filed with governmental authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed LiabilitiesAssets, both Seller and Purchaser Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information, documents or records information at the recipient’s 's request, cost and expense; providedPROVIDED, howeverHOWEVER, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), that no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything For purposes of this Section 3.2., in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (d) In the case of any Taxable period that includes (but does not end on) the Closing Date (a "Straddle Period: (i) Excluded Taxes that are real property"), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, and in the case of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or foreign law), as if the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of the close of business on the applicable Closing Date and the amount of Taxes for the Post-Closing Tax Period shall be the excess, if any, of (whether or not such x) the Taxes arise in a for the Straddle Period of over (y) the applicable owner)Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, “Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returnsherein "TAX RETURNS") and in each case shall pay, or cause to be paid, when due all Taxes with respect relating to such Tax Returnsthe Transferred Assets and the Assumed Liabilities attributable to any taxable period which ends on or prior to the Closing Date (herein "PRE-CLOSING TAX PERIOD"). Subject to Section 4.02(b), Purchaser Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates Liabilities attributable to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) taxable periods which are not part of the Transferred Subsidiaries (those Pre-Closing Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of SellerPeriod. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax ReturnsReturns required to be filed with Governmental Authorities, it is necessary that a Party party be EXECUTION COPY furnished with additional information, documents or records relating to the Transferred Assets and the Assumed Liabilities, both Seller and Purchaser Buyer agree to use commercially reasonable efforts to furnish or make available such existing, non-privileged information, documents or records information at the recipient’s 's request, cost and expense; expense provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), that no Party party shall be entitled to review or examine the Tax Returns of any other Partyparty. Notwithstanding anything For purposes of this Section 3.2, in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (d) In the case of any Straddle Period: Taxable period that includes (ibut does not end on) Excluded Taxes that are real propertythe Closing Date (a "STRADDLE PERIOD"), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, Date and in the case amount of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) for taxable periods that are not part of the Code or any comparable statePre-Closing Tax Period shall be the excess, local or foreign law)if any, as if of (x) the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of Taxes for the close of business on the applicable Closing Date (whether or not such Taxes arise in a Straddle Period of over (y) the applicable owner)Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) With respect to income Taxes, franchise Taxes and other Taxes based upon income, Buyer and Seller shall each be responsible for filing of its own Tax Returns and payment of any Taxes imposed on it that arise from the transactions contemplated by this Agreement or otherwise. With respect to Taxes other than income Taxes, franchise Taxes and other Taxes based upon income, Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax (as defined below) returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, “herein "Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns") and in each case shall pay, or cause to be paid, when due all Taxes with relating to the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein "Pre-Closing Tax Period"). With respect to such Tax Returns. Subject to Section 4.02(b)Taxes other than income Taxes, Purchaser franchise Taxes and other Taxes based upon income, Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates attributable to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) taxable periods which are not part of the Transferred Subsidiaries (those Pre-Closing Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of SellerPeriod. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax ReturnsReturns or other documents required to be filed with Governmental Authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed LiabilitiesAssets, both Seller and Purchaser Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information, documents or records information at the recipient’s 's request, cost and expense; expense provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), that no Party shall be entitled to review or examine the Tax Returns of any other Party. Notwithstanding anything For purposes of this Section 3.2, in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (d) In the case of any Taxable period that includes (but does not end on) the Closing Date (a "Straddle Period: (i) Excluded Taxes that are real property"), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, and in the case of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or foreign law), as if the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of the close of business on the applicable Closing Date and the amount of Taxes for the Post-Closing Tax Period shall be the excess, if any, of (whether or not such x) the Taxes arise in a for the Straddle Period of over (y) the applicable owner)Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, “herein "Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns") and in each case shall pay, or cause to be paid, when due all Taxes with respect relating to such the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein "Pre-Closing Tax ReturnsPeriod"). Subject to Section 4.02(b), Purchaser Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all other Tax Returns Returns, and shall pay, or cause to be paid, when due all Taxes with respect to such other Tax Returns. (b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax Returns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates attributable to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) taxable periods which are not part of the Transferred Subsidiaries (those Pre-Closing Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, to the applicable Governmental Authority all Taxes due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of SellerPeriod. Within 10 Business Days of written demand thereof, but in no event more than 10 Business Days prior to the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax ReturnsReturns or other documents required to be filed with Governmental Authorities, it is necessary that a Party party be furnished with additional information, documents or records relating to the Transferred Assets and the Assumed LiabilitiesAssets, both Seller and Purchaser Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information, documents or records information at the recipient’s 's request, cost and expense; expense provided, however, that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), that no Party party shall be entitled to review or examine the Tax Returns of any other Partyparty. Notwithstanding anything For purposes of this Section 3.2, in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (d) In the case of any taxable period that includes (but does not end on) the Closing Date (a "Straddle Period: (i) Excluded Taxes that are real property"), personal property, intangible property and similar ad valorem Taxes (“Property Taxes”) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, Date and in the case amount of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) for taxable periods that are not part of the Code or any comparable statePre-Closing Tax Period shall be the excess, local or foreign law)if any, as if of (x) the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of Taxes for the close of business on the applicable Closing Date (whether or not such Taxes arise in a Straddle Period of over (y) the applicable owner)Taxes for the Pre-Closing Tax Period.