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

Filing of Tax Returns and Payment of Taxes. The Seller shall prepare and timely file, or shall cause the Company to prepare and timely file, all Tax Returns with respect to the Company and the Subsidiaries for the taxable years or periods that end on or prior to the Closing Date, including, for those jurisdictions and tax authorities that permit or require a short period Tax Return, for the period ending on and including the Closing Date (the "Indemnitor Returns"). All such Indemnitor Returns shall be prepared and filed in a manner that is consistent with past practice, except as required by applicable Law. The Seller shall deliver such Indemnitor Returns to the Buyer at its address specified in Section 11.3 at least 20 days prior to the respective due dates of such Indemnitor Returns (as the same may have been validly extended) for the approval of the Buyer, such approval not to be unreasonably withheld or delayed. If any Indemnitor Returns have not been filed as of the Closing Date, the Company shall timely file such Indemnitor Returns as prepared by the Seller in accordance with the foregoing sentences of this Section 5.11(c). The Buyer shall prepare and timely file all Tax Returns with respect to the Company and its Subsidiaries for Interim Periods (the "Straddle Returns") and for all periods that do not end on or prior to the Closing Date. The Buyer shall deliver the Straddle Returns, and a statement setting forth any amounts on such Straddle Returns allocable to an Interim Period pursuant to Section 5.11(b) of this Agreement (a "Straddle Statement"), to the Seller at its address specified in Section 11.3 at least 20 days prior to the respective due dates of such Straddle Returns as the same may have been validly extended for the approval of the Seller, such approval not to be unreasonably withheld or delayed. If the Seller does not approve the Straddle Statement, and the Seller and the Buyer cannot otherwise agree, such Straddle Statement shall be submitted to the Independent Accountant for binding resolution in accordance with this

Filing of Tax Returns and Payment of Taxes. The (a) Seller shall cause to be prepared and filed (or provide each Company for execution and filing, as appropriate) all Tax Returns of or including any Company (i) that pertain to or include any Pre-Closing Period and (ii) that are not described in (i) above and that are required to be filed (with extensions) on or before the Closing Date; and Seller shall pay or cause to be paid all Tax reported, or required to be reported, on such Returns. Buyer will pay to Seller an amount equal to the portion of any such Tax that is attributable to any Post-Closing Straddle Period within five (5) business days of receipt of written notice from Seller that any such payment is due. Buyer shall provide Seller with any assistance reasonably requested by Seller in connection with the filing of any Tax Returns described above. (b) From and after the Closing, Buyer shall prepare and timely file, or shall cause the Company Companies to prepare and timely file, all Tax Returns of or including any Company other than those described in Section 7.4(a) above and Buyer or such Company shall pay all Taxes shown thereon. (c) All transfer, documentary, sales, use, registration and other such Taxes (including, but not limited to, all applicable real estate transfer or gains taxes and stock transfer Taxes), any penalties, interest and additions to Tax and fees incurred in connection with this Agreement and the transactions, contemplated hereby shall be paid by the Seller. Each party to this Agreement shall cooperate in the timely making of all filings, returns, reports and forms as may be required in connection therewith. (d) Without Seller's written consent, Buyer shall not file or permit to be filed, any amended Tax Return related to any Company with respect to any Pre-Closing Period. (e) Buyer shall not take or advocate any position with respect to Taxes that reasonably could be expected to materially adversely affect any tax position taken by Seller or any Affiliate thereof with respect to the Company and the Subsidiaries for the taxable years or periods that end on or prior to the Closing Date, including, for those jurisdictions and tax authorities that permit or require Companies taken as a short period Tax Return, for the period ending on and including the Closing Date (the "Indemnitor Returns"). All such Indemnitor Returns shall be prepared and filed in a manner that is consistent with past practice, except as required by applicable Law. The Seller shall deliver such Indemnitor Returns to the Buyer at its address specified in Section 11.3 at least 20 days prior to the respective due dates of such Indemnitor Returns (as the same may have been validly extended) for the approval of the Buyer, such approval not to be unreasonably withheld or delayed. If any Indemnitor Returns have not been filed as of the Closing Date, the Company shall timely file such Indemnitor Returns as prepared by the Seller in accordance with the foregoing sentences of this Section 5.11(c). The Buyer shall prepare and timely file all Tax Returns with respect to the Company and its Subsidiaries for Interim Periods (the "Straddle Returns") and for all periods that do not end on or prior to the Closing Date. The Buyer shall deliver the Straddle Returns, and a statement setting forth any amounts on such Straddle Returns allocable to an Interim Period pursuant to Section 5.11(b) of this Agreement (a "Straddle Statement"), to the Seller at its address specified in Section 11.3 at least 20 days prior to the respective due dates of such Straddle Returns as the same may have been validly extended for the approval of the Seller, such approval not to be unreasonably withheld or delayed. If the Seller does not approve the Straddle Statement, and the Seller and the Buyer cannot otherwise agree, such Straddle Statement shall be submitted to the Independent Accountant for binding resolution in accordance with thiswhole.

Filing of Tax Returns and Payment of Taxes. The Seller (a) Sellers shall cause to be prepared and filed (or provide the Companies for execution and filing, as appropriate) all Tax Returns of or including any Company that pertain to or include any Pre-Closing Period, except for any Tax Returns which include any Pre-Closing Straddle Period; and Sellers shall pay or cause to be paid all Tax reported, or required to be reported, on such Returns. Buyer shall provide Sellers with any assistance reasonably requested by Sellers in connection with the filing of any Tax Returns described above. (b) Buyer shall prepare and timely file, or shall cause the Companies and the Company Subsidiaries to prepare and timely file, all Tax Returns with respect to the of or including any Company and the Subsidiaries for the taxable years or periods that end on or prior to the Closing Date, including, for other than those jurisdictions and tax authorities that permit or require a short period Tax Return, for the period ending on and including the Closing Date (the "Indemnitor Returns"). All such Indemnitor Returns shall be prepared and filed in a manner that is consistent with past practice, except as required by applicable Law. The Seller shall deliver such Indemnitor Returns to the Buyer at its address specified described in Section 11.3 5.1(a) above and Buyer or the Companies shall pay all taxes shown thereon. Sellers will pay to Buyer an amount equal to any Tax, or portion thereof, payable by Buyer that Buyer reasonably determines is attributable to any Pre-Closing Straddle Period, at least 20 fifteen (15) business days prior to the respective due dates date of any such Indemnitor Returns payment. Sellers will have the right to review and comment on any Tax Return relating to the Pre-Closing Straddle Period. (c) All transfer, documentary, sales, use, registration and other such Taxes (including, but not limited to, all applicable real estate transfer or gains taxes and stock transfer Taxes), any penalties, interest and additions to Tax and fees incurred in Connection with this Agreement and the transactions, contemplated hereby shall be paid by Buyer. Each party to this Agreement shall cooperate in the timely making of all filings, returns, reports and forms as the same may have been validly extendedbe required in connection therewith. (d) for the approval of the BuyerWithout Sellers' written consent, such approval Buyer shall not file or permit to be unreasonably withheld filed, any Tax Return or delayed. If amended Tax Return related to any Indemnitor Returns have not been filed as of the Closing Date, the Company shall timely file such Indemnitor Returns as prepared by the Seller in accordance with the foregoing sentences of this Section 5.11(c). The Buyer shall prepare and timely file all Tax Returns or Company Subsidiary with respect to any Pre-Closing Period. (e) The parties shall comply with their respective obligations in relation to UK Tax matters as set out in Schedule 5.1 (UK Tax Covenant). To the Company and its Subsidiaries for Interim Periods (extent the "Straddle Returns") and for all periods that do not end on or prior to the Closing Date. The Buyer shall deliver the Straddle Returns, and a statement setting forth any amounts on such Straddle Returns allocable to an Interim Period pursuant to Section 5.11(b) provisions of this Agreement (a "Straddle Statement")Agreement, to the Seller at its address specified in including, but not limited to, this Section 11.3 at least 20 days prior to the respective due dates of such Straddle Returns as the same may have been validly extended for the approval of the Seller, such approval not to be unreasonably withheld or delayed. If the Seller does not approve the Straddle Statement, 5.1 and the Seller and the Buyer cannot otherwise agree, such Straddle Statement shall be submitted to the Independent Accountant for binding resolution in accordance with thisSection

Filing of Tax Returns and Payment of Taxes. The (a) Seller shall cause to be prepared and filed (or provide each Company for execution and filing, as appropriate) all Tax Returns of or including any Company (i) that pertain to or include any Pre-Closing Period and (ii) that are not described in (i) above and that are required to be filed (with extensions) on or before the Closing Date; and Seller shall pay or cause to be paid all Tax reported, or required to be reported, on such Returns. Buyer will pay to Seller an amount equal to any Tax, or portion thereof, payable by Seller and that Seller determines is attributable to any Post-Closing Straddle Period, at least fifteen (15) business days prior to the due date of any such payment. Buyer shall provide Seller with any assistance reasonably requested by Seller in connection with the filing of any Tax Returns described above. (b) Buyer shall prepare and timely file, or shall cause the Company Companies to prepare and timely file, all Tax Returns of or including any Company other than those described in Section 7.4(a) above and Buyer or such Company shall pay all taxes shown thereon. (c) All transfer, documentary, sales, use, registration and other such Taxes (including, but not limited to, all applicable real estate transfer or gains taxes and stock transfer Taxes), any penalties, interest and additions to Tax and fees incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Buyer. Each party to this Agreement shall cooperate in the timely making of all filings, returns, reports and forms as may be required in connection therewith. (d) Without Seller's written consent, Buyer shall not file or permit to be filed, any amended Tax Return related to any Company with respect to any Pre-Closing Period. (e) Buyer shall not take or advocate any position with respect to Taxes that reasonably could be expected to have a Material Adverse Effect on the tax position taken by Seller or any Affiliate thereof with respect to the Company and the Subsidiaries for the taxable years or periods that end on or prior to the Closing Date, including, for those jurisdictions and tax authorities that permit or require Companies taken as a short period Tax Return, for the period ending on and including the Closing Date (the "Indemnitor Returns"). All such Indemnitor Returns shall be prepared and filed in a manner that is consistent with past practice, except as required by applicable Law. The Seller shall deliver such Indemnitor Returns to the Buyer at its address specified in Section 11.3 at least 20 days prior to the respective due dates of such Indemnitor Returns (as the same may have been validly extended) for the approval of the Buyer, such approval not to be unreasonably withheld or delayed. If any Indemnitor Returns have not been filed as of the Closing Date, the Company shall timely file such Indemnitor Returns as prepared by the Seller in accordance with the foregoing sentences of this Section 5.11(c). The Buyer shall prepare and timely file all Tax Returns with respect to the Company and its Subsidiaries for Interim Periods (the "Straddle Returns") and for all periods that do not end on or prior to the Closing Date. The Buyer shall deliver the Straddle Returns, and a statement setting forth any amounts on such Straddle Returns allocable to an Interim Period pursuant to Section 5.11(b) of this Agreement (a "Straddle Statement"), to the Seller at its address specified in Section 11.3 at least 20 days prior to the respective due dates of such Straddle Returns as the same may have been validly extended for the approval of the Seller, such approval not to be unreasonably withheld or delayed. If the Seller does not approve the Straddle Statement, and the Seller and the Buyer cannot otherwise agree, such Straddle Statement shall be submitted to the Independent Accountant for binding resolution in accordance with thiswhole.

Filing of Tax Returns and Payment of Taxes. (a) The Seller Company shall prepare and timely filefile or cause to be filed, or shall cause as the Company to prepare and timely filecase may be, all Tax Returns (whether separate or consolidated, combined, group or unitary Tax Returns that include Media or its Subsidiaries) that are required to be filed (with regard to permitted extensions) with respect to Media or its Subsidiaries on or before the Closing Date and the Company shall pay or cause to be paid all Taxes reported on such Tax Returns. In addition, the Company shall prepare and file or cause to be filed, as the case may be, and pay all Taxes with respect to, all Tax Returns (whether separate or consolidated, combined, group or unitary Tax Returns) that include Media or its Subsidiaries that are required to be filed (with regard to permitted extensions) on or after the Closing Date with respect to Media or its Subsidiaries for the taxable years or periods all other Taxable Periods that end begin on or prior to before the Closing Date; the Company shall also pay all Taxes owed by Media and its Subsidiaries that are not required to be reflected on Tax Returns for such Taxable Periods (e.g., including, for those jurisdictions and tax authorities that permit or require a short period Tax Return, for the period ending on and including the Closing Date (the "Indemnitor Returns"property Taxes). All such Indemnitor Returns Acquiror shall be prepared have the right to review and filed in a manner that is consistent with past practice, except as required by applicable Law. The Seller shall deliver such Indemnitor Returns to the Buyer at its address specified in Section 11.3 at least 20 days prior to the respective due dates of such Indemnitor Returns approve (as the same may have been validly extended) for the approval of the Buyer, such approval not to be unreasonably withheld withheld) the portion of each Tax Return described in the preceding sentence relating to Media or delayed. If any Indemnitor Returns have not been filed as of its Subsidiaries (or, at the Closing DateCompany's option, a proforma return setting forth the items relating to Media or its Subsidiaries contained in such portion) prior to filing and shall fully cooperate with the Company shall timely file in connection with the preparation and filing of each such Indemnitor Returns as prepared Tax Return (including, without limitation, supplying the Company with any and all information requested by the Seller in accordance with the foregoing sentences of this Section 5.11(c). The Buyer shall prepare and timely file all Tax Returns Company with respect to Media or its Subsidiaries, at the expense of the Company with respect to information for pre-Closing periods and at the expense of Media or its Subsidiaries, as the case may be, with respect to information for post-Closing periods). Upon the later of (i) three business days following Acquiror's receipt of a written request therefor by the Company or (ii) fifteen business days prior to the due date of any such payment to the relevant Taxing Authority, Media shall pay to the Company any amounts reflected on such returns (or proforma returns) with respect to Media and its Subsidiaries for Interim Periods post-Closing Periods. (the "Straddle Returns"b) Acquiror shall prepare and file, or shall cause to be prepared and filed, all Tax Returns of or including Media or its Subsidiaries other than those described in Section 7.5(a) above and Media or its Subsidiaries shall pay all Taxes with respect to Media or its Subsidiaries for all periods Taxable Periods covered by such Tax Returns. (c) All transfer, documentary, sales, use, registration and other similar Taxes (including, but not limited to, all applicable real estate transfer or gains taxes and stock transfer Taxes), any penalties, interest and additions to Tax relating to such Taxes and related fees incurred in connection with the Acquisition shall be paid by Media or its Subsidiaries, except to the extent that, under the relevant law, such Taxes, penalties, interest additions to Tax and related fees are the sole obligation of the Company or any Affiliate thereof other than Media (in which event the Company shall pay any such Tax, penalties, interest, additions to Tax and related fees). Each party to this Agreement shall cooperate in the timely making of all filings, returns, reports and forms as may be required in connection therewith. (d) Acquiror shall not file any amended Tax Return related to Media or its Subsidiaries with respect to any Taxable Period that do not end began on or prior to before the Closing Date. The Buyer In addition, Acquiror shall deliver prevent Media and its Subsidiaries from carrying back any loss or other tax attribute that is attributable to a Post-Closing Period to a Pre-Closing Period. (e) Neither Acquiror nor the Straddle ReturnsCompany shall take or advocate any position with respect to Taxes related to Media, its Subsidiaries, the Company or any Affiliate thereof that reasonably could be expected to adversely affect the other party or any Affiliate thereof. Taking a position consistent with that described in Sections 5.2(b) and a statement setting forth any amounts on such Straddle Returns allocable to an Interim Period pursuant to Section 5.11(b6.2(b) of this Agreement (a "Straddle Statement"), to hereof shall not violate the Seller at its address specified in Section 11.3 at least 20 days prior to the respective due dates of such Straddle Returns as the same may have been validly extended for the approval of the Seller, such approval not to be unreasonably withheld or delayed. If the Seller does not approve the Straddle Statement, and the Seller and the Buyer cannot otherwise agree, such Straddle Statement shall be submitted to the Independent Accountant for binding resolution in accordance with thispreceding sentence.