Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, prepare and timely file (or cause to be prepared and timely filed) all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to 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 allocation of Income Tax liabilities provided in this Agreement without regard to the party that has prepared the Tax Return, and the party responsible for payment of any amount of Income Taxes shown due on a Tax Return shall pay such unpaid amount to the party filing the Tax Return no later than one (1) Business Day prior to the filing of such Tax Return.

Filing Responsibility. Subject 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 as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or each a “Seller Tax Return”). Seller will cause Sellers to, prepare and timely file (or cause to be prepared and timely filed) all (1) Tax Returns of any Seller file or any Acquired Subsidiary required cause to be timely filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect to for the Liquid Finishing Business or Company for the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the (each a “Pre-Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable LawReturn”). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser Buyer will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Company that Sellers and the Acquired Subsidiaries are Seller is not obligated to prepare and timely file (or cause to be prepared and timely filed) pursuant to this Section 6.4(b6.10(b). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on If any such Tax Return based on (whether original or amended) prepared (or caused to be 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, then such Tax Return will be prepared in accordance with the assumption and allocation past practice of Income Tax liabilities provided in this Agreement without regard the Company (except to the party that has prepared the Tax Return, extent otherwise required by Applicable Law) and the party responsible for payment preparing Party will give to the other Parties a copy of any amount of Income Taxes shown due on a such Tax Return shall pay such unpaid amount as soon as practicable after the preparation thereof, but not less than fifteen (15) days prior to the party filing the Tax Return no later than one (1) Business Day prior to due date for the filing of such Tax Return, for such other’s review and comment. Such preparing Party will consider in good faith any changes to such Tax Return that are reasonably requested.

Filing Responsibility. Subject (a) RP shall timely prepare and file, or cause to be timely prepared and filed, all Returns of the RM Transferred Subsidiaries (i) for all Pre-Closing Tax Periods or (ii) required to be filed on or prior to the Closing Date, taking into account extensions of the time to file, and timely pay, or cause to be paid, when due, all Taxes relating to such Tax Returns. Such Returns shall be prepared or completed in a manner consistent with prior practice of such Transferred Subsidiaries concerning their respective income, properties or operations (including elections and accounting methods and conventions), except as are determined in RP’s good faith reasonable judgment as otherwise required by law or regulation, or otherwise agreed to by Merck prior to the filing thereof. Prior to the filing of any Return described in this Section 14.14(a) that was not filed before the Closing Date, RP shall provide, or cause to be provided, to Merck a substantially final draft of such Return at least fifteen (15) Business Days prior to the due date for filing such Return, and Merck shall have the right to review such Return prior to the filing of such Return. Merck shall notify RP at least eight (8) Business Days prior to such due date for filing of any reasonable objections Merck may have to any items set forth in such draft Return which (i) are inconsistent with prior practice, (ii) would have a Material Adverse Effect or (iii) are contrary to law or regulation, and Merck and RP agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Return. (b) Merck shall timely prepare and file, or cause to be timely prepared and filed filed, all Returns of the Merck Transferred Subsidiaries (i) for all Pre-Closing Tax Periods or caused (ii) required to be prepared filed on or prior to the Closing Date, taking into account extensions of the time to file, and timely filed) pay, or cause to be paid, when due, all Taxes relating to such Returns. Such Returns shall be prepared or completed in a manner consistent with prior practice of such Transferred Subsidiaries concerning their respective income, properties or operations (including elections and accounting methods and conventions), except as determined in Merck’s good faith reasonable judgment as otherwise required by ITW Parent and its Affiliates pursuant law or regulation, or otherwise agreed to by RP prior to the ITW Purchase Agreementfiling thereof. Prior to the filing of any Return described in this Section 14.14(b) that was not filed before the Closing Date, Graco willMerck shall provide, or will cause Sellers toto be provided, to RP a substantially final draft of such Return at least fifteen (15) Business Days prior to the due date for filing such Return, and RP shall have the right to review such Return prior to the filing of such Return. RP shall notify Merck at least eight (8) Business Days prior to such due date for filing of any reasonable objections RP may have to any items set forth in such draft Return which (i) are inconsistent with prior practice, (ii) would have a Material Adverse Effect or (iii) are contrary to law or regulation, and RP and Merck agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Return. (c) Merial shall prepare and timely file (file, or cause to be prepared and timely filed) , subject to RP’s and Merck’s review and approval (which approval shall not be unreasonably withheld), all (1) Tax Returns for a Straddle Period relating to each of any Seller or any Acquired Subsidiary the Transferred Subsidiaries not otherwise required to be filed on by RP or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates Merck pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file Section 14.14(a) or (or cause to be prepared and timely filed) all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause to be filed) pursuant to this Section 6.4(bb). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on any Tax Return based on the assumption and allocation of Income Tax liabilities provided in this Agreement without regard to the party that has prepared the Tax Return, and the party responsible for payment of any amount of Income Taxes shown due on a Tax Return shall pay such unpaid amount to the party filing the Tax Return no later than one (1) Business Day prior to the filing of such Tax Return.

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and a) The Representative shall timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, prepare and timely file (file, or cause to be timely prepared and timely filed) , all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed the Company for all Tax periods ending on or before prior to the Closing Date (that are due after taking into account extensions therefor) the Closing Date and (2) all Tax Returns involving relate to Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any (“Pre-Closing Tax Period that are required Returns”), and the Taxes provided thereon shall be paid by Parent to be filed the extent reflected on or after the Closing DateBalance Sheet and taken into account in determining the Final Working Capital or from the General Escrow Funds if such Taxes are not reserved against on the Closing Balance Sheet. To the extent that any such Tax Returns filed by Sellers relate to any Acquired SubsidiaryThe Representative shall provide, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file (or cause to be prepared and timely filedprovided, to the Parent a final draft of such Pre-Closing Return at least thirty (30) all Tax Returns that Sellers and days prior to the Acquired Subsidiaries are not obligated to 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 due date for filing such Tax Return based on (including all applicable extensions), for review by the assumption and allocation of Income Parent which Tax liabilities provided in this Agreement without regard Return shall be completed consistent with applicable Law, and, to the party that has prepared extent not inconsistent with applicable Law, the past practice of the Company in their Tax Return preparation. Within fifteen (15) days following the receipt of the draft, the Parent may notify the Representative of any reasonable objections the Parent may have to any items set forth in such draft Tax Return, the basis of which is inconsistency with applicable Law or with past practice of the Company and the party responsible for payment of Parent and the Representative shall consult in good faith and attempt to resolve any amount of Income Taxes shown due on a Tax Return shall pay such unpaid amount objection and to the party filing the Tax Return no later than one (1) Business Day prior mutually consent to the filing of such Tax Return; provided that if the Representative and the Parent are unable to resolve any objection raised by the Parent, within ten (10) days after the Parent notifies the Representative of any objection relating to such Tax Return, the dispute shall be submitted to the Accountants for resolution in accordance with Section 3.6(e). (b) The Parent shall timely prepare and file, or cause to be timely prepared and filed, all other Tax Returns of the Company for all Tax periods that end after the Closing Date, and timely pay, or cause to be paid, when due, all Taxes relating to such returns; provided that the Taxes provided thereon that are allocable to a pre-Closing period shall be paid by Parent to the extent reflected on the Closing Balance Sheet and taken into account in determining the Final Working Capital or from the General Escrow Funds if such Taxes are not reserved against on the Closing Balance Sheet. The Parent shall provide, or cause to be provided, to the Representative a substantially final draft of each such Tax Return relating to a Straddle Period at least thirty (30) days prior to the due date for filing such Tax Return (including all applicable extensions), for review by the Representative. Within fifteen (15) days following receipt of the draft, the Representative shall notify the Parent of any reasonable objections the Representative may have to any items set forth in such draft Tax Return and the Parent and the Representative shall consult and resolve in good faith and attempt to resolve any such objection and to mutually consent to the filing of such Tax Return; provided that if the Representative and the Parent are unable to resolve any objection raised by the Representative within ten (10) days after the Representative notifies the Parent of any objection relating to such Tax Return, the dispute shall be submitted to the Accountants for resolution in accordance with Section 3.6(e).

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely fileda) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, shall prepare and timely file (file, or cause to be prepared and timely filed) , when due all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect by any Acquired Subsidiary prior to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing DateClosing. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, All such Tax Returns shall be prepared and filed in accordance a manner that is consistent with past practice (unless a contrary position is prior practice, if any, except as required by Applicable Law)applicable law. Subject Parent shall pay or cause to be paid all Taxes due and payable in respect of all such Tax Returns as are Returns. In the case of any Tax Return required to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to this subsection for which the ITW Purchase Agreementposition taken with respect to any Tax Item is reasonably likely to increase the Taxes of any Purchaser Tax Indemnitee with respect to any taxable period or portion thereof beginning after the Closing Date, Parent shall deliver a draft of such Tax Return to Purchaser for its review at least twenty (20) Business Days prior to the Due Date, and Parent and US shall consider in good faith any comments received from Purchaser. (b) Purchaser will shall, except to the extent that the filing of such Tax Returns is the responsibility of Parent under Section 8.2(a), prepare and timely file (file, or cause to be prepared and timely filed) , all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause required to be filed) filed by any Acquired Subsidiaries. In the case of any Tax Return required to be prepared and filed by Purchaser pursuant to this subsection for which any Taxes are the responsibility of Parent under Section 6.4(b8.1(a), Purchaser shall deliver a draft of such Tax Return to Parent for its review at least twenty (20) Business Days prior to the Due Date and shall provide Parent with Purchaser's calculation, in reasonable detail, of Parent's share of the Taxes with respect to such Tax Return (determined in the case of a Straddle Period in accordance with Section 8.2(c)); provided, however, that such drafts of any such Tax Return and such calculations of Parent's share of the Taxes with respect to such Tax Return shall be subject to Parent's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on If Parent disputes any Tax Item on such Tax Return based on or Purchaser's calculation of Parent's share of the assumption and allocation of Income Tax liabilities provided in this Agreement without regard Taxes with respect to the party that has prepared the such Tax Return, Parent shall notify Purchaser (by written notice within five (5) days of receipt of Purchaser's calculation) of such disputed item (or items) and the party responsible basis for payment its objection. If Parent does not object by written notice within such period, Purchaser's calculation of any amount Parent's share of Income the Taxes shown due on a with respect to such Tax Return shall pay be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof. Parent and Purchaser shall act in good faith to resolve any such unpaid amount dispute prior to the party filing Due Date. If Parent and Purchaser cannot resolve any disputed item, the Tax Return no item in question shall be resolved by the Accountant in a manner consistent with the standards set forth in Section 3.7(c) as promptly as practicable. No later than one five (15) Business Day days prior to the filing of such Tax Return, Parent shall pay Purchaser in immediately available funds the amount of Parent's share of the Taxes with respect to such Tax Return determined pursuant to this Section 8.2(b). Subject to the preceding sentence, Purchaser shall pay or cause to be paid all Taxes due and payable in respect of all Tax Returns required to be prepared by Purchaser pursuant to this subsection. If the Accountant has not finalized its conclusion in respect of any disputed item prior to the Due Date, Purchaser shall (i) file such Tax Return in the form initially provided to Parent, (ii) amend such Tax Return if the dispute is subsequently resolved in favor of Parent, and (iii) pay Parent in immediately available funds the amount of any excess of (x) the amount paid by Parent to Purchaser pursuant to this Section 8.2(b) and (y) the amount of Parent's share of the Taxes with respect to such Tax Return as finally determined by the Accountant. (c) In order to apportion appropriately any Taxes relating to a Straddle Period between the portion of such Straddle Period ending on and including the Closing Date and the portion of such Straddle Period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable law, elect with the relevant Tax authority to treat for all Tax purposes the Closing Date as the last day of a taxable period. In the case of any other Taxes for a Straddle Period for which such election to close the taxable period is not permitted, the portion of such Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property Taxes), the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period; and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (x) based upon or related to income, receipts or premiums, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would be payable if the taxable period ended on and included the Closing Date.

Filing Responsibility. Subject to such The following provisions shall govern the allocation of responsibility and payment of Taxes as between Purchaser and the Shareholders for certain Tax Returns as are to be prepared matters following the Closing Date: (a) Between the date of this Agreement and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase AgreementClosing Date, Graco will, or will cause Sellers to, the Shareholders shall prepare and timely file (file, or cause to be prepared and filed, on a timely filed) all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) basis, all Tax Returns involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed by or on or after behalf of each Company (taking account of extensions) prior to the Closing DateDate and shall pay or cause to be paid all Taxes due and payable with respect thereto. To the extent that Shareholders shall provide a copy of any such Tax Returns to Purchaser (in the case of any Tax Returns filed by Sellers relate to on an affiliated, consolidated, combined or similar basis with any Acquired SubsidiaryShareholder, Shareholders shall provide a pro forma Tax Return) within fifteen (15) Business Days after the filing of such Tax Returns Returns. (b) Purchaser shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause to be filedfiled all Tax Returns required to be filed by or on behalf of each Company for all taxable periods ending on or prior to the Closing Date (a “Pre-Closing Period”) pursuant which are required to this Section 6.4(bbe filed after the Closing Date (taking account of extensions) (other than income Tax Returns filed on an affiliated, consolidated, combined or similar basis with any Shareholder, which such Shareholder shall prepare and provide a pro forma Tax Return to Purchaser for review). Purchaser Parent, US Purchaser and Sellers will discharge all Income shall submit a draft of any such Tax liabilities shown on Returns to the Shareholders (or in the case of any Tax Returns filed on an affiliated, consolidated, combined or similar basis with any Shareholder, Shareholders shall provide a pro forma Tax Return based on the assumption and allocation of Income Tax liabilities provided in this Agreement without regard to the party that has prepared the Tax Return, Purchaser) for its review and the party responsible for payment of any amount of Income Taxes shown due on a Tax Return shall pay such unpaid amount to the party filing the Tax Return no later than one comment at least forty-five (145) Business Day calendar days prior to the filing due date of such Tax ReturnReturns, and each Party shall make any reasonable changes proposed by the other Party. The Shareholders shall reimburse Purchaser for Taxes of each Company with respect to all such Pre-Closing Periods within fifteen (15) days before payment by Purchaser or any Company of such Taxes to the extent such Taxes were not reflected as a liability on the Balance Sheets. (c) Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns required to be filed by or on behalf of each Company (or for which each Company is required to file) for all Straddle Periods. Purchaser shall submit a draft of any such Tax Returns to Shareholders for review and comment prior to the due date of such Tax Returns, and Purchaser shall make any reasonable changes proposed by Shareholders. Shareholders shall pay to Purchaser within fifteen (15) days before the date on which Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date to the extent such Taxes were not reflected as a Liability on the Balance Sheets. For purposes of this Section 14.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of Taxes (other than Taxes based upon or related to income or receipts), be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period; and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any Tax credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. For the avoidance of doubt, any Taxes that are imposed on a non-periodic basis (e.g. sales taxes) and are payable for a Straddle Period, shall be attributable to the portion of such Straddle Period in which the transaction giving rise to such Taxes occurs.

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely fileda) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, shall prepare and timely file (file, or cause to be prepared and timely filed) , when due all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect by any Acquired Subsidiary prior to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing DateClosing. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, All such Tax Returns shall be prepared and filed in accordance a manner that is consistent with past practice (unless a contrary position is prior practice, if any, except as required by Applicable Law)applicable law. Subject Parent shall pay or cause to be paid all Taxes due and payable in respect of all such Tax Returns as are Returns. In the case of any Tax Return required to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to this subsection for which the ITW Purchase Agreementposition taken with respect to any Tax Item is reasonably likely to increase the Taxes of any Purchaser Tax Indemnitee with respect to any taxable period or portion thereof beginning after the Closing Date, Parent shall deliver a draft of such Tax Return to Purchaser for its review at least twenty (20) Business Days prior to the Due Date, and Parent and US shall consider in good faith any comments received from Purchaser. (b) Purchaser will shall, except to the extent that the filing of such Tax Returns is the responsibility of Parent under Section 8.2(a), prepare and timely file (file, or cause to be prepared and timely filed) , all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause required to be filed) filed by any Acquired Subsidiaries. In the case of any Tax Return required to be prepared and filed by Purchaser pursuant to this subsection for which any Taxes are the responsibility of Parent under Section 6.4(b8.1(a), Purchaser shall deliver a draft of such Tax Return to Parent for its review at least twenty (20) Business Days prior to the Due Date and shall provide Parent with Purchaser’s calculation, in reasonable detail, of Parent’s share of the Taxes with respect to such Tax Return (determined in the case of a Straddle Period in accordance with Section 8.2(c)); provided, however, that such drafts of any such Tax Return and such calculations of Parent’s share of the Taxes with respect to such Tax Return shall be subject to Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on If Parent disputes any Tax Item on such Tax Return based on or Purchaser’s calculation of Parent’s share of the assumption and allocation of Income Tax liabilities provided in this Agreement without regard Taxes with respect to the party that has prepared the such Tax Return, Parent shall notify Purchaser (by written notice within five (5) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the party responsible basis for payment its objection. If Parent does not object by written notice within such period, Purchaser’s calculation of any amount Parent’s share of Income the Taxes shown due on a with respect to such Tax Return shall pay be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof. Parent and Purchaser shall act in good faith to resolve any such unpaid amount to the party filing the Tax Return no later than one (1) Business Day dispute prior to the filing of such Tax Return.Due Date. If Parent and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Accountant in a manner consistent with the standards set forth in Section