Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. (a) Chronimed shall prepare and file or shall cause MGI to prepare and file the following Returns with respect to MGI: (i) all Income Tax Returns for any taxable period ending on or before the Distribution Date; and (ii) all other Returns required to be filed (taking into account extensions) on or before the Distribution Date. (b) MGI shall prepare and file all other Returns with respect to MGI required to be filed (taking into account extensions) after the Distribution Date. MGI and Chronimed agree that they will treat MGI as if such entity ceased to be part of Chronimed's affiliated group, within the meaning of Section 1504 of the Code, as of the opening of business on the day after the Distribution Date. (c) With respect to any Return to be filed by MGI including Taxes for which Chronimed has liability hereunder, MGI shall consult with Chronimed concerning such Return and shall report all items directly resulting in Tax liability to Chronimed in accordance with this Agreement and the instruction of Chronimed (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. MGI shall provide Chronimed with a copy of each proposed return at least fifteen (15) days prior to the filing of such Return, and Chronimed may propose comments to MGI, which comments shall be delivered to MGI within seven (7) days of receiving such copies from MGI. (d) With respect to any Return to be filed by Chronimed including Taxes for which MGI has liability hereunder (other than by reason of Section 8.3(b)), Chronimed shall consult with MGI concerning each such Return and shall report all items directly resulting in Tax liability to MGI in accordance with this Agreement and the instruction of MGI (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. Chronimed shall provide MGI with a copy of each proposed return at least fifteen (15) days prior to the filing of such Return, and MGI may propose comments to Chronimed, which comments shall be delivered to Chronimed within seven (7) days of receiving such copies from Chronimed. (e) All Returns shall be filed consistent with the Distribution qualifying as a spin-off under Section 355 of the Code.

Filing Responsibility. (a) Chronimed Seller shall prepare and file or shall cause MGI the Transferred Company and its Subsidiaries to prepare prepare, consistent with past practice, (i) any Combined Tax Return and file the following Returns (ii) any Tax Return required to be filed by or with respect to MGI: (i) all Income Tax Returns the Transferred Company or any of its Subsidiaries for any taxable period ending that ends, or that is due (taking into account extensions validly obtained), on or before the Distribution Closing Date; and . Seller shall timely file, or cause to be timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) all other Returns above that are required to be filed (taking into account extensionsextensions validly obtained) on or before the Distribution Closing Date. With respect to any Tax Returns described in clause (ii) above to be filed after the Closing Date that are due 30 days or more following the Closing Date (taking into account extensions), Seller shall deliver or cause to be delivered such Tax Return to IPH for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 days prior to the due date for filing such Tax Return. Seller shall, prior to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item that could reasonably be expected to have an adverse effect on the Taxes of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provided, that if Seller declines to make such reasonable changes requested by IPH, IPH shall grant or cause to be granted a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such Tax Return. IPH shall not amend or revoke any Tax Returns described in clause (ii) of the first sentence of this Section 7.3(a) (or any notification or election relating thereto) without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). At Seller’s request and expense and upon receipt of IPH’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed), IPH shall file, or cause to be filed, any and all amended Tax Returns (or claims for refund of Taxes) for or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends on or before the Closing Date as prepared by or at direction of Seller; provided, that if IPH fails to provide its written consent for any reason, IPH shall grant or cause to be grated a representative of Seller a limited power of attorney and take any other action necessary to enable Seller to execute and file such amended Tax Return. (b) MGI shall IPH, the Transferred Company, and its Subsidiaries shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 7.3(a), prepare and file all other Tax Returns with respect to MGI required to be filed (taking into account extensions) after by or with respect to the Distribution Date. MGI and Chronimed agree that they will treat MGI as if such entity ceased to be part of Chronimed's affiliated group, within the meaning of Section 1504 of the Code, as of the opening of business on the day after the Distribution DateTransferred Company or its Subsidiaries. (c) With For any Tax Return of the Transferred Company or any of its Subsidiaries with respect to any Return to be filed by MGI including Taxes for which Chronimed has liability hereunder, MGI shall consult with Chronimed concerning such Return and shall report all items directly resulting in Tax liability to Chronimed in accordance with this Agreement and a Straddle Period that is the instruction responsibility of Chronimed (but in accordance with past practices in preparing such returns to the extent still permissibleIPH under Section 7.3(b), unless otherwise agreed by Chronimed IPH shall (i) prepare and MGI. MGI file such Straddle Period Tax Returns in a manner consistent with the past practice of the Transferred Company or its Subsidiaries, as the case may be, and (ii) deliver to Seller for its review, comment and approval (which approval shall provide Chronimed with not be unreasonably withheld, conditioned or delayed) a copy of each such proposed return Straddle Period Tax Return (accompanied by an allocation pursuant to this Section 7.2(c) between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on any such Straddle Period Tax Return) at least fifteen (15) 20 days prior to the due date (taking into account extensions validly obtained) for filing of such Return, and Chronimed may propose comments to MGI, which comments shall be delivered to MGI within seven (7) days of receiving such copies from MGIStraddle Period Tax Returns. (d) With respect to any Tax Return filed pursuant to be filed by Chronimed including Taxes Sections 7.3(b) or 7.3(c) hereof for which MGI has liability hereunder (other than by reason any Straddle Period or Pre-Closing Tax Period, Seller shall pay to IPH, within 10 days of Section 8.3(b)), Chronimed shall consult with MGI concerning each such Return and shall report all items directly resulting in Tax liability to MGI in accordance with this Agreement and the instruction of MGI written demand therefor (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. Chronimed shall provide MGI with a copy of each proposed return at least fifteen (15) not earlier than 5 days prior to the deadline for the filing of such ReturnStraddle Period or Pre-Closing Period Tax Return (taking into account extensions)), and MGI may propose comments the amount of any Taxes for which Seller is responsible pursuant to Chronimed, which comments shall be delivered to Chronimed within seven (7) days of receiving such copies from ChronimedSection 7.2. (e) All Returns shall be filed consistent with the Distribution qualifying as a spin-off under Section 355 of the Code.

Filing Responsibility. (a) Chronimed Sellers shall prepare and file or shall cause MGI Windmill, as the case may be, to prepare and file the following file, (i) all Returns with respect to MGI: (i) all Income Tax Returns for any taxable period ending on Taxes attributable to the Assets, the Business, each Other Business, the Special Inventory or before the Distribution Date; and (ii) all other Returns Other Assets, or of Windmill, required to be filed (taking into account extensionsextensions therefor) on or before prior to the Distribution Date. Closing Date and (bii) MGI all Returns in respect of any Transfer Taxes owing as a result of the sale and transfer of the Toledo Plant as contemplated hereby. Sellers shall prepare and file, or shall cause to be prepared and filed, any consolidated, combined or unitary Return that includes -60- Sellers or any of their Affiliates (and any Return that relates in whole or in part to Taxes (or Tax items) described in clause (2) or (3) of the definition of Excluded Taxes). To the extent that any such Tax Returns filed by Sellers after the Closing Date pertain to Windmill, they shall be prepared in accordance with past practice (unless contrary position is required by Law). Buyer shall file or cause to be filed all other Returns with respect attributable to MGI the Assets, the Business, each Other Business, the Special Inventory or the Other Assets, or of Windmill, for which Sellers do not have filing responsibility pursuant to this Section 7.3(c); PROVIDED, HOWEVER, that in the case of any Returns required to be filed (taking into account extensions) after the Distribution Date. MGI Closing Date for which Buyer has filing responsibility pursuant to this Section 7.3(c) and Chronimed agree that they will treat MGI as if such entity ceased to be part of Chronimed's affiliated group, within the meaning of Section 1504 of the Code, as of the opening of business on the day after the Distribution Date. for which Sellers could have liability under this Agreement (c) With respect to including any Return for Property Taxes attributable to be filed by MGI including Taxes the Equipment for any Tax period or portion thereof ending on or prior to the Conversion Date and any Straddle Period Tax Return of Windmill, in each case, for which Chronimed Buyer has liability hereunderfiling responsibility pursuant to this Section 7.3(c)), MGI Buyer (i) shall consult with Chronimed concerning prepare all such Return and shall report all items directly resulting in Tax liability to Chronimed in accordance with this Agreement and the instruction of Chronimed (but Returns in accordance with past practices in preparing practice (unless contrary position is required by Law), (ii) shall provide Sellers with a draft of Buyer's proposed Return at least 30 days prior to the due date (including extensions) for Sellers' review, and (iii) shall revise such returns Return prior to filing (and file the Return as so revised) to reflect any good faith comments of Sellers given to Buyer within 15 days of Sellers' receipt of the draft Return (PROVIDED, HOWEVER, that to the extent still permissiblethat Buyer does not agree with Sellers' comments, the parties shall endeavor in good faith to resolve such disagreement and, failing that, a neutral CPA firm mutually selected by Sellers and Buyer shall resolve the disagreement prior to the due date, including extensions, and the Return shall be filed in the manner determined by such CPA firm). Buyer shall discharge all Tax liabilities shown on Returns that Buyer is required to file pursuant to this Section 7.3(c); PROVIDED, unless otherwise agreed by Chronimed and MGI. MGI shall provide Chronimed with a copy of each proposed return at least fifteen HOWEVER, that no later than one (151) days Business Day prior to the filing of any such Return, and Chronimed may propose comments the Sellers shall pay to MGI, the Buyer an amount equal to the amount of Taxes shown due on such Return for which comments shall be delivered to MGI within seven (7) days of receiving such copies from MGI. (d) With Sellers are responsible with respect to any Return to be filed by Chronimed including Taxes for which MGI has liability hereunder (other than by reason of Section 8.3(b)), Chronimed shall consult with MGI concerning each such Return and shall report all items directly resulting in Tax liability to MGI in accordance with this Agreement and the instruction of MGI (but in accordance with past practices in preparing less any estimated Taxes paid for such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. Chronimed shall provide MGI with a copy of each proposed return at least fifteen (15) days Taxes prior to the filing of such Return, and MGI may propose comments to Chronimed, which comments shall be delivered to Chronimed within seven (7) days of receiving such copies from ChronimedClosing Date. (e) All Returns shall be filed consistent with the Distribution qualifying as a spin-off under Section 355 of the Code.

Filing Responsibility. (a) Chronimed Seller shall timely prepare and, with Purchaser's cooperation, timely file (i) any combined, consolidated or unitary Tax Returns that include Seller or any of its Subsidiaries (other than the Transferred Entities), on the one hand, and file any of the Transferred Entities, on the other hand and (ii) all Tax Returns that are required to be filed by or shall cause MGI to prepare and file the following Returns with respect to MGI: (i) all Income Tax Returns any of the Transferred Entities for any taxable period periods ending on or before the Distribution Closing Date; and . Purchaser shall have at least thirty (ii30) days to review all other such Tax Returns required relating solely to the Transferred Entities. Such Tax Returns shall be prepared in accordance with the most recent Tax practices as to elections and accounting methods except for new elections that may be made therein that were not previously available, subject to Purchaser's consent (which consent shall not be unreasonably withheld). An exact copy of any such Tax Return filed (taking into account extensions) on or before the Distribution Dateby Seller and evidence of payment of such Taxes shall be provided to Purchaser no later than ten Business Days after such Tax Return is filed. (b) MGI shall prepare Purchaser shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 7.5(a) and subject to Section 7.5(c), file or cause to be filed all other Tax Returns with respect to MGI required to be filed (taking into account extensions) after the Distribution Date. MGI and Chronimed agree that they will treat MGI as if such entity ceased to be part of Chronimed's affiliated group, within the meaning of Section 1504 of the Code, as of the opening of business on the day after the Distribution DateTransferred Entities. (c) With In the case of any Tax Return which Purchaser is responsible for preparing under Section 7.5(b), (i) for a Straddle Period or (ii) with respect to any Return Excluded Taxes, Purchaser shall, or shall cause the Transferred Entities to deliver to Seller for its review, comment and approval (which approval shall not be filed by MGI including Taxes for which Chronimed has liability hereunder, MGI shall consult with Chronimed concerning such Return and shall report all items directly resulting in Tax liability to Chronimed in accordance with this Agreement and the instruction of Chronimed (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. MGI shall provide Chronimed with unreasonably withheld) a copy of each such proposed return Tax Return (accompanied, in the case of any Tax Return for a Straddle Period, by an allocation between the Pre-Closing Period and the Post-Closing Period of the Taxes shown to be due on such Tax Return) at least fifteen thirty (1530) days Business Days prior to the filing due date (giving effect to any validly obtained extension thereof). For the avoidance of such Returndoubt, and Chronimed may propose comments no Tax Return prepared pursuant to MGI, which comments this Section 7.5(c) shall be delivered to MGI within seven filed unless it shall have been approved by Seller. No later than five (75) days of receiving such copies from MGI. (d) With respect to any Return to be filed by Chronimed including Taxes for which MGI has liability hereunder (other than by reason of Section 8.3(b)), Chronimed shall consult with MGI concerning each such Return and shall report all items directly resulting in Tax liability to MGI in accordance with this Agreement and the instruction of MGI (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. Chronimed shall provide MGI with a copy of each proposed return at least fifteen (15) days Business Days prior to the filing due date of such Tax Return, and MGI may propose comments Seller shall pay to Chronimed, Purchaser the amount of Taxes shown due which comments shall be delivered is attributable to Chronimed within seven (7) days of receiving such copies from Chronimedthe Pre-Closing Period. (e) All Returns shall be filed consistent with the Distribution qualifying as a spin-off under Section 355 of the Code.

Filing Responsibility. (a) Chronimed Sellers shall prepare and file or shall cause MGI Windmill, as the case may be, to prepare and file the following file, (i) all Returns with respect to MGI: (i) all Income Tax Returns for any taxable period ending on Taxes attributable to the Assets, the Business, each Other Business, the Special Inventory or before the Distribution Date; and (ii) all other Returns Other Assets, or of Windmill, required to be filed (taking into account extensionsextensions therefor) on or before prior to the Distribution Date. Closing Date and (bii) MGI all Returns in respect of any Transfer Taxes owing as a result of the sale and transfer of the Toledo Plant as contemplated hereby. Sellers shall prepare and file, or shall cause to be prepared and filed, any consolidated, combined or unitary Return that includes -60- <Page> Sellers or any of their Affiliates (and any Return that relates in whole or in part to Taxes (or Tax items) described in clause (2) or (3) of the definition of Excluded Taxes). To the extent that any such Tax Returns filed by Sellers after the Closing Date pertain to Windmill, they shall be prepared in accordance with past practice (unless contrary position is required by Law). Buyer shall file or cause to be filed all other Returns with respect attributable to MGI the Assets, the Business, each Other Business, the Special Inventory or the Other Assets, or of Windmill, for which Sellers do not have filing responsibility pursuant to this Section 7.3(c); PROVIDED, HOWEVER, that in the case of any Returns required to be filed (taking into account extensions) after the Distribution Date. MGI Closing Date for which Buyer has filing responsibility pursuant to this Section 7.3(c) and Chronimed agree that they will treat MGI as if such entity ceased to be part of Chronimed's affiliated group, within the meaning of Section 1504 of the Code, as of the opening of business on the day after the Distribution Date. for which Sellers could have liability under this Agreement (c) With respect to including any Return for Property Taxes attributable to be filed by MGI including Taxes the Equipment for any Tax period or portion thereof ending on or prior to the Conversion Date and any Straddle Period Tax Return of Windmill, in each case, for which Chronimed Buyer has liability hereunderfiling responsibility pursuant to this Section 7.3(c)), MGI Buyer (i) shall consult with Chronimed concerning prepare all such Return and shall report all items directly resulting in Tax liability to Chronimed in accordance with this Agreement and the instruction of Chronimed (but Returns in accordance with past practices in preparing practice (unless contrary position is required by Law), (ii) shall provide Sellers with a draft of Buyer's proposed Return at least 30 days prior to the due date (including extensions) for Sellers' review, and (iii) shall revise such returns Return prior to filing (and file the Return as so revised) to reflect any good faith comments of Sellers given to Buyer within 15 days of Sellers' receipt of the draft Return (PROVIDED, HOWEVER, that to the extent still permissiblethat Buyer does not agree with Sellers' comments, the parties shall endeavor in good faith to resolve such disagreement and, failing that, a neutral CPA firm mutually selected by Sellers and Buyer shall resolve the disagreement prior to the due date, including extensions, and the Return shall be filed in the manner determined by such CPA firm). Buyer shall discharge all Tax liabilities shown on Returns that Buyer is required to file pursuant to this Section 7.3(c); PROVIDED, unless otherwise agreed by Chronimed and MGI. MGI shall provide Chronimed with a copy of each proposed return at least fifteen HOWEVER, that no later than one (151) days Business Day prior to the filing of any such Return, and Chronimed may propose comments the Sellers shall pay to MGI, the Buyer an amount equal to the amount of Taxes shown due on such Return for which comments shall be delivered to MGI within seven (7) days of receiving such copies from MGI. (d) With Sellers are responsible with respect to any Return to be filed by Chronimed including Taxes for which MGI has liability hereunder (other than by reason of Section 8.3(b)), Chronimed shall consult with MGI concerning each such Return and shall report all items directly resulting in Tax liability to MGI in accordance with this Agreement and the instruction of MGI (but in accordance with past practices in preparing less any estimated Taxes paid for such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. Chronimed shall provide MGI with a copy of each proposed return at least fifteen (15) days Taxes prior to the filing of such Return, and MGI may propose comments to Chronimed, which comments shall be delivered to Chronimed within seven (7) days of receiving such copies from ChronimedClosing Date. (e) All Returns shall be filed consistent with the Distribution qualifying as a spin-off under Section 355 of the Code.

Filing Responsibility. (a) Chronimed Sellers shall prepare and file or shall cause MGI Windmill, as the case may be, to prepare and file the following file, all Returns with respect to MGI: (i) all Income Tax Returns for any taxable period ending on Taxes attributable to the Assets, the Business, the Xxxxx Xxxx Business, the Special Inventory or before the Distribution Date; and (ii) all other Returns Xxxxx Xxxx Assets, or of Windmill, required to be filed (taking into account extensionsextensions therefor) on or before prior to the Distribution Closing Date. (b) MGI . Sellers shall prepare and file, or shall cause to be prepared and filed, any consolidated, combined or unitary Return that includes Sellers or any of their Affiliates (and any Return that relates in whole or in part to Taxes (or Tax items) described in clause (2) or (3) of the definition of Excluded Taxes). To the extent that any such Tax Returns filed by Sellers after the Closing Date pertain to Windmill, they shall be prepared in accordance with past practice (unless contrary position is required by law). Buyer shall file or cause to be filed all other Returns with respect attributable to MGI the Assets, the Business, the Xxxxx Xxxx Business, the Special Inventory or the Xxxxx Xxxx Assets, or of Windmill, for which Sellers do not have filing responsibility pursuant to this Section 7.3(c); PROVIDED, HOWEVER, that in the case of any Returns required to be filed (taking into account extensions) after the Distribution Date. MGI Closing Date for which Buyer has filing responsibility pursuant to this Section 7.3(c) and Chronimed agree that they will treat MGI as if such entity ceased to be part of Chronimed's affiliated group, within the meaning of Section 1504 of the Code, as of the opening of business on the day after the Distribution Date. for which Sellers could have liability under this Agreement (c) With respect to including any Return for Property Taxes attributable to be filed by MGI including Taxes the Equipment for any Tax period or portion thereof ending on or prior to the Conversion Date and any Straddle Period Tax Return of Windmill, in each case, for which Chronimed Buyer has liability hereunderfiling responsibility pursuant to this Section 7.3(c)), MGI Buyer (i) shall consult with Chronimed concerning prepare all such Return and shall report all items directly resulting in Tax liability to Chronimed in accordance with this Agreement and the instruction of Chronimed (but Returns in accordance with past practices in preparing practice (unless contrary position is required by law), (ii) shall provide Sellers with a draft of Buyer's proposed Return at least 30 days prior to the due date (including extensions) for Sellers' review, and (iii) shall revise such returns Return prior to filing (and file the Return as so revised) to reflect any good faith comments of Sellers given to Buyer within 15 days of Sellers' receipt of the draft Return (PROVIDED, HOWEVER, that to the extent still permissiblethat Buyer does not agree with Sellers' comments, the parties shall endeavor in good faith to resolve such disagreement and, failing that, a neutral CPA firm mutually selected by Sellers and Buyer shall resolve the disagreement prior to the due date, including extensions, and the Return shall be filed in the manner determined by such CPA firm). Buyer shall discharge all Tax liabilities shown on Returns that Buyer is required to file pursuant to this Section 7.3(c); PROVIDED, unless otherwise agreed by Chronimed and MGI. MGI shall provide Chronimed with a copy of each proposed return at least fifteen HOWEVER, that no later than one (151) days Business Day prior to the filing of any such Return, and Chronimed may propose comments the Sellers shall pay to MGI, the Buyer an amount equal to the amount of Taxes shown due on such Return for which comments shall be delivered to MGI within seven (7) days of receiving such copies from MGI. (d) With Sellers are responsible with respect to any Return to be filed by Chronimed including Taxes for which MGI has liability hereunder (other than by reason of Section 8.3(b)), Chronimed shall consult with MGI concerning each such Return and shall report all items directly resulting in Tax liability to MGI in accordance with this Agreement and the instruction of MGI (but in accordance with past practices in preparing less any estimated Taxes paid for such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. Chronimed shall provide MGI with a copy of each proposed return at least fifteen (15) days Taxes prior to the filing of such Return, and MGI may propose comments to Chronimed, which comments shall be delivered to Chronimed within seven (7) days of receiving such copies from ChronimedClosing Date. (e) All Returns shall be filed consistent with the Distribution qualifying as a spin-off under Section 355 of the Code.

Filing Responsibility. (a) Chronimed Seller shall timely prepare and file or shall cause MGI to prepare be timely prepared and file the following filed (i) any Income Tax Returns of or with respect to MGI: (i) all Income Tax Returns for the Company in respect of any taxable period ending on or before the Distribution Date; and Closing Date (including any Combined Tax Returns), and (ii) all other Tax Returns that are required to be filed by or with respect to the Company that are due (taking into account including extensions) on or before the Distribution Closing Date. Other than Income Tax Returns that are Combined Returns, Seller shall permit Purchaser to review such Income Tax Returns prior to filing and shall make such revisions to such Income Tax Returns as are reasonably requested by Purchaser; provided, however, that to the extent Seller prepares or causes to be prepared such Tax Returns in a manner consistent with prior practice, Purchaser’s suggested revisions will be deemed unreasonable unless required by applicable Law. (b) MGI shall prepare Purchaser and the Company shall, except to the extent that such Tax Returns are the responsibility of Seller under Section 9.5(a), file all other Tax Returns with respect to MGI required the Company. To the extent Purchaser could be entitled to indemnification under this Agreement with respect to such Tax Returns, Purchaser and Company shall permit Seller to review such Tax Returns prior to filing and shall make such revisions to such Tax Return as are reasonably requested by Seller; provided, however, that to the extent Purchaser and Company prepare or cause to be filed (taking into account extensions) after the Distribution Date. MGI and Chronimed agree that they prepared such Tax Returns in a manner consistent with prior practice, Seller’s suggested revisions will treat MGI as if such entity ceased to be part of Chronimed's affiliated group, within the meaning of Section 1504 of the Code, as of the opening of business on the day after the Distribution Date.deemed unreasonable unless required by applicable Law (c) With Purchaser and Seller shall attempt in good faith to resolve any disagreement regarding the Tax Returns described in Section 9.5(a) and (b) prior to the due date for filing. In the event that Purchaser and Seller are unable to resolve any dispute with respect to any Return to be filed by MGI including Taxes for which Chronimed has liability hereunder, MGI shall consult with Chronimed concerning such Return and shall report all items directly resulting in Tax liability to Chronimed in accordance with this Agreement and the instruction of Chronimed (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. MGI shall provide Chronimed with a copy of each proposed return Returns at least fifteen ten (1510) days prior to the filing due date for filing, such dispute shall be resolved by an independent accounting firm mutually acceptable to Purchaser and Seller. The fees and expenses of such Return, and Chronimed may propose comments to MGI, which comments accounting firm shall be delivered to MGI within seven (7) days of receiving such copies from MGI. (d) With borne equally by Purchaser and Seller. If any dispute with respect to any a Tax Return to be filed by Chronimed including Taxes for which MGI has liability hereunder (other than by reason of Section 8.3(b)), Chronimed shall consult with MGI concerning each such Return and shall report all items directly resulting in Tax liability to MGI in accordance with this Agreement and the instruction of MGI (but in accordance with past practices in preparing such returns to the extent still permissible), unless otherwise agreed by Chronimed and MGI. Chronimed shall provide MGI with a copy of each proposed return at least fifteen (15) days is not resolved prior to the filing due date of such Tax Return, and MGI may propose comments to Chronimed, which comments shall be delivered to Chronimed within seven (7) days of receiving such copies from Chronimed. (e) All Returns Tax Return shall be filed consistent with in the Distribution qualifying as a spin-off under Section 355 manner which the party responsible for preparing such Tax Return deems correct, without prejudice to the rights of the Code.parties to continue such dispute