Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. (a) Seller shall prepare or shall cause the Transferred Company and its Subsidiaries to prepare, consistent with past practice, (i) any Combined Tax Return and (ii) any Tax Return required to be filed by or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. 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) above that are required to be filed (taking into account extensions validly obtained) on or before the 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.

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (aor caused to be prepared and timely filed) Seller shall prepare or shall cause the Transferred Company by ITW Parent and its Subsidiaries Affiliates pursuant to preparethe ITW Purchase Agreement, consistent with past practiceGraco will, or will cause Sellers to, prepare and timely file (ior cause to be prepared and timely filed) all (1) Tax Returns of any Combined Tax Return and (ii) Seller or any Tax Return Acquired Subsidiary required to be filed by or with respect to the Transferred Company or any of its Subsidiaries for any taxable period that ends, or that is due (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, or cause to be timely filed, Date (after taking into account extensions therefor) and (2) all Tax Returns described in clause (i) above and all involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Returns described in clause (ii) above Period that are required to be filed (taking into account extensions validly obtained) on or before after the Closing Date. With respect To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns described shall be prepared in clause accordance with past practice (ii) above unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed after (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the Closing Date that are due 30 days or more following the Closing Date ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file (taking into account extensions), Seller shall deliver or cause to be delivered such Tax Return to IPH for its review, comment prepared and approval (which approval shall not be unreasonably withheld, conditioned or delayedtimely filed) 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 all Tax Returns described in clause that Sellers and the Acquired Subsidiaries are not obligated to file (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) pursuant to this Section 6.4(b). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on any Tax Return based on the assumption and all amended allocation of Income Tax Returns (or claims for refund of Taxes) for or with respect liabilities provided in this Agreement without regard to the Transferred Company or party that has prepared the Tax Return, and the party responsible for payment of any amount of its Subsidiaries for any taxable period that ends Income Taxes shown due on or before a Tax Return shall pay such unpaid amount to the Closing Date as prepared by or at direction party filing the Tax Return no later than one (1) Business Day prior to the filing 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.

Filing Responsibility. (a) Seller shall prepare With respect to jurisdictions in which the Companies are required to file a consolidated, combined or shall cause unitary Income Tax Return with the Transferred Company and its Subsidiaries to prepareSeller, consistent with past practiceTenneco or any Related Party, or (i) any Combined are eligible to file a consolidated, combined or unitary Income Tax Return with the Seller, Tenneco or any Related Party and (ii) any have filed a consolidated, combined or unitary Income Tax Return required with the Seller, Tenneco or any Related Party in the most recent taxable period for which a Return was due, the Seller shall include, or cause to be filed by included, the Companies and the Subsidiaries in such Returns for all taxable periods ending on or with prior to the Closing Date ("PreClosing Tax Periods") and all taxable periods beginning prior to and ending after the Closing Date ("Straddle Periods"); provided, that in the case of a Straddle Period, the Companies and the Subsidiaries shall not be included in such Returns for periods after the Closing Date. The Seller shall timely prepare and file, or cause to be timely prepared and filed, all such Returns. With respect to all other Income Tax Returns for Pre-Closing Tax Periods, the Transferred Company or any of its Subsidiaries for any taxable period that endsSeller shall timely prepare, or that cause to be timely prepared, and deliver to the Buyer, and the Buyer shall cause to be timely filed, all such Income Tax Returns. The Seller shall timely prepare and file, or cause to be timely prepared and filed, all NonIncome Tax Returns the due date for filing of which is due (taking into account extensions validly obtained), on or before the Closing Date. All Returns prepared pursuant to this Section 6.03(a) shall be prepared or completed in a manner consistent with prior practice of the Seller shall timely fileand/or the Related Party concerning the income, properties or cause to be timely filed, all Tax Returns described in clause operations of the Companies and the Subsidiaries (i) above including elections and all Tax Returns described in clause (ii) above that are required to be filed (taking into account extensions validly obtained) on or before the 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 extensionsaccounting methods and conventions), Seller except as otherwise required by law, and in the case of Returns prepared in accordance with the second preceding sentence, shall deliver or cause be subject to be delivered such Tax Return to IPH for its review, comment the Buyer's review 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 The Seller shall not be unreasonably withheld, conditioned or delayed), IPH shall filetimely pay, or cause to be filedtimely paid, any and when due, all amended Tax Returns (or claims for refund of Taxes) for or with respect Taxes relating 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; providedReturns which it is required to prepare and file pursuant to this Section 6.03(a). The Seller shall pay, 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 paid, to the Buyer, all Income Taxes relating to Returns which it is required to prepare and take any other action necessary deliver to enable Seller the Buyer for filing pursuant to execute and file such amended this Section 6.03(a) within 10 days prior to the date on which the related Tax Returnliability is due.

Filing Responsibility. Seller will include all items of income, gain, deduction, loss and credit of the Company in Seller’s Tax Returns, including any applicable consolidated, combined and unitary income and franchise Tax Returns for tax periods ending on or before the Closing Date and will be liable for all Taxes with respect to such Tax Returns (a) each a “Seller shall Tax Return”). Seller will prepare or shall cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Transferred Company for the Pre-Closing Tax Period (each a “Pre-Closing Tax Return”). Buyer will prepare and its Subsidiaries timely file (or cause to prepare, consistent with past practice, (ibe prepared and timely filed) any Combined all Tax Return and (ii) any Tax Return Returns required to be filed by or with respect the Company that Seller is not obligated to the Transferred Company or any of its Subsidiaries for any taxable period that ends, or that is due prepare and timely file (taking into account extensions validly obtained), on or before the Closing Date. Seller shall timely file, or cause to be prepared and timely filed, all Tax Returns described in clause (i) above and all Tax Returns described in clause (ii) above that are required pursuant to be filed (taking into account extensions validly obtained) on or before the Closing Datethis Section 6.10(b). With respect to If 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 (whether original or amended) prepared (or caused to IPH for its reviewbe prepared) by Buyer relates to any Pre-Closing Tax Period or if any such Tax Return (whether original or amended) prepared (or caused to be prepared) by Seller relates to any period that is not a Pre-Closing Tax Period, comment then such Tax Return will be prepared in accordance with the past practice of the Company (except to the extent otherwise required by Applicable Law) and approval the preparing Party will give to the other Parties a copy of such Tax Return as soon as practicable after the preparation thereof, but not less than fifteen (which approval shall not be unreasonably withheld, conditioned or delayed15) at least 20 days prior to the due date for the filing of such Tax Return, for such other’s review and comment. Seller shall, prior Such preparing Party will consider in good faith any changes to filing such Tax Returns, make any reasonable changes requested by IPH relating to any item Return that could are 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 Returnrequested.

Filing Responsibility. (a) Seller Sellers shall prepare and file or shall cause Windmill, as the Transferred Company case may be, to prepare and its Subsidiaries to prepare, consistent with past practicefile, (i) any Combined Tax Return and (ii) any Tax Return required to be filed by or all Returns with respect to Taxes attributable to the Transferred Company Assets, the Business, each Other Business, the Special Inventory or any of its Subsidiaries for any taxable period that endsthe Other Assets, or that is due (taking into account extensions validly obtained)of Windmill, on or before the Closing Date. 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) above that are required to be filed (taking into account extensions validly obtainedtherefor) on or before prior to the Closing DateDate and (ii) all Returns in respect of any Transfer Taxes owing as a result of the sale and transfer of the Toledo Plant as contemplated hereby. With respect 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 Returns items) described in clause (ii2) above 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 Returns attributable to 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 after the Closing Date that are due 30 days for which Buyer has filing responsibility pursuant to this Section 7.3(c) and for which Sellers could have liability under this Agreement (including any Return for Property Taxes attributable to the Equipment for any Tax period or more following portion thereof ending on or prior to the Closing Conversion Date (taking into account extensionsand any Straddle Period Tax Return of Windmill, in each case, for which Buyer has filing responsibility pursuant to this Section 7.3(c)), Seller Buyer (i) shall deliver or cause to be delivered prepare all such Tax Returns in accordance with past practice (unless contrary position is required by Law), (ii) shall provide Sellers with a draft of Buyer's proposed Return to IPH for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) at least 20 30 days prior to the due date (including extensions) for filing Sellers' review, and (iii) shall revise such Tax Return. Seller shall, Return prior to filing such Tax Returns, make (and file the Return as so revised) to reflect any reasonable changes requested by IPH relating good faith comments of Sellers given to any item that could reasonably be expected to have an adverse effect on the Taxes Buyer within 15 days of Sellers' receipt of the Transferred Company or any of its Subsidiaries and IPH or any of its Affiliates after Closing; provideddraft Return (PROVIDED, HOWEVER, that if Seller declines to make the extent that Buyer does not agree with Sellers' comments, the parties shall endeavor in good faith to resolve such reasonable changes requested disagreement and, failing that, a neutral CPA firm mutually selected by IPHSellers and Buyer shall resolve the disagreement prior to the due date, IPH including extensions, and the Return shall grant or cause be filed in the manner determined by such CPA firm). Buyer shall discharge all Tax liabilities shown on Returns that Buyer is required to be granted a representative of Seller a limited power of attorney and take any other action necessary file pursuant 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(a7.3(c); PROVIDED, HOWEVER, that no later than one (1) (or Business Day prior to the filing of any notification or election relating thereto) without such Return, the prior written consent Sellers shall pay to the Buyer an amount equal to the amount of Seller (Taxes shown due on such consent not to be unreasonably withheld, conditioned or delayed). At Seller’s request and expense and upon receipt of IPH’s written consent (Return for 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 Sellers are responsible with respect to the Transferred Company or such Return less any of its Subsidiaries estimated Taxes paid for any taxable period that ends on or before such Taxes prior to 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.Date. (d)