Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. Sellers shall timely prepare and file or cause the Company to timely prepare and file at the expense of the Sellers all Tax Returns of or including the Company that are required to be filed (with extensions) on or before the Closing Date and to pay all Taxes shown as due on any such Tax Return. All such Tax Returns will be made and filed by the Sellers or the Company in a manner consistent with the most recent prior practice of the Company and with Applicable Law. Sellers Agent will, at the expense of Sellers, prepare and file or cause to be prepared and filed all Tax Returns of the Company and the Company’s Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Each party (or parties) responsible for preparing and filing any Income Tax Return pursuant to this Section 5.7(a), shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider in good faith any reasonable comments of the other party (or parties) in respect of such Income Tax Return. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Return and if the parties are unable to resolve any such dispute at least ten days before the due date (including extensions) for any such Income Tax Return, the dispute shall be referred to an Arbitrator and any such determination by such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator prior to the due date (including extensions) for any such Income Tax Return, such Income Tax Return shall be filed as originally prepared and later amended to reflect the such Arbitrator’s determination, if necessary. The expenses of such Arbitrator shall be borne equally by Parent and Sellers.

Filing Responsibility. Sellers (i) Seller shall timely prepare and file or shall cause the Company Companies to timely prepare and file at the expense following Tax Returns with respect to the Companies and the Subsidiary: (A) all Income Tax Returns for any taxable period ending on or before the Closing Date (including, without limitation, any deemed sale Tax Return resulting from the filing of the Sellers a Section 338(h)(10) Election) other than Tax Returns referred to in Section 10(f)and (B) all Tax Returns of or including the Company that are with respect to Other Taxes required to be filed (with taking into account extensions) prior to the Closing Date. (ii) Buyer, the Companies and the Subsidiary shall, subject to the provisions of this Section 10(g), file all other Tax Returns with respect to the Companies and the Subsidiary. (iii) With respect to any state or local Income Tax Return for taxable periods beginning on or before the Closing Date and to pay all Taxes shown as due on any such Tax Return. All such Tax Returns will be made and filed by the Sellers or the Company in a manner consistent with the most recent prior practice of the Company and with Applicable Law. Sellers Agent will, at the expense of Sellers, prepare and file or cause to be prepared and filed all Tax Returns of the Company and the Company’s Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Each party (or parties) responsible for preparing , Buyer shall cause the Companies and filing any Income the Subsidiary to consult with Sellers concerning such Tax Return pursuant and to this Section 5.7(a), shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider in good faith any reasonable comments of the other party (or parties) in respect of such Income Tax Return. The parties shall cooperate in good faith to resolve any dispute report all items with respect to any such Income the period ending on the Closing Date in accordance with the Companies' past practice, unless otherwise agreed by Sellers and Buyer. The Companies and the Subsidiary shall provide Sellers a copy of their proposed Tax Return and if the parties are unable to resolve any such dispute Returns at least ten 40 days before prior to the due date (including extensions) filing deadline for any such Income Tax Return, and Sellers may provide comments to any of the dispute Companies and/or the Subsidiary, which comments shall be referred to an Arbitrator and any delivered within 15 days of receiving such determination by copies from such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator prior to the due date (including extensions) for any such Income Tax Return, such Income Tax Return shall be filed as originally prepared and later amended to reflect the such Arbitrator’s determination, if necessary. The expenses of such Arbitrator shall be borne equally by Parent and SellersCompany or Subsidiary.

Filing Responsibility. Sellers shall timely prepare and file or cause the Company to timely prepare and file at the expense of the Sellers all Tax Returns of or including the Company that are required to be filed (with extensions) on or before the Closing Date and to pay all Taxes shown as due on any such Tax Return. All such Tax Returns will be made and filed by the Sellers or the Company in a manner consistent with the most recent prior practice of the Company and with Applicable Law. Sellers Agent willThe Representative shall, at the expense of SellersRepresentative’s expense, prepare or cause to be prepared and file or cause to be prepared and filed all Income Tax Returns of for the Company and the Company’s Subsidiaries Acquired Companies for all taxable periods ending on or prior to the Closing Date that are required to be filed due after the Closing DateDate (such Tax Returns, “Pre-Closing Tax Returns”). Each party (or parties) responsible for preparing and filing any Income All such Pre-Closing Tax Return pursuant to this Section 5.7(a)Returns shall be prepared in a manner consistent with past practice of the Acquired Companies, shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider in good faith any reasonable comments of the other party (or parties) in respect of extent such Income Tax Returnpast practice complies with applicable Law. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Return and if the parties are unable to resolve any such dispute at least ten No later than 30 days before the due date (including extensions) for any such Income Tax Return, the dispute shall be referred to an Arbitrator and any such determination by such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator prior to the due date (including extensions) for filing such Tax Returns, the Representative shall deliver the Tax Returns to Buyer for its review and comment. The Representative shall make all such changes as are reasonably requested by Buyer, and shall deliver the Tax Returns, completed as approved by Buyer and duly executed by an authorized Person, to Buyer no later than 10 days prior to the due date (including extensions) for filing such Tax Returns. The Acquired Companies shall file or cause to be filed all such Tax Returns on or prior to the due date (including extensions). Buyer will prepare and timely file (or cause to be prepared and timely filed) all Returns required to be filed by any Acquired Company that are required to be filed after the Closing Date that are not Pre-Closing Tax Returns. If any such Income Return (whether original or amended) prepared (or caused to be prepared) by Buyer relates to any Pre-Closing Tax ReturnPeriod, such Income Tax Return shall be filed as originally prepared and later amended Buyer will give to reflect the such Arbitrator’s determination, if necessary. The expenses Representative a copy of such Arbitrator shall be borne equally Return as soon as practicable after the preparation, but before the filing, thereof for the Representatives’ review and comment. Buyer will consider in good faith any changes to such Return that are reasonably requested by Parent and Sellersthe Representative.

Filing Responsibility. Sellers (a) The Parent and the Seller shall timely prepare and file or cause the Company to be timely prepare prepared and file at the expense of the Sellers filed (i) any Combined Tax Returns, and (ii) all other Tax Returns of or including the Company that are required to be filed by or with respect to the Company or any of its Subsidiaries that are due (with including extensions) on or before the Closing Date and to pay all Taxes shown as due on any such Tax ReturnDate. All such Tax Returns will shall be made and filed by the Sellers or the Company prepared in a manner consistent with the most recent prior practice past practice. Except as otherwise explicitly provided herein, for Tax Returns prepared pursuant to clause (ii) of the Company preceding sentence, completed drafts of such Tax Returns shall be submitted to the Buyer not later than 30 days prior to the due date for filing such Tax Returns for the Buyer’s review and with Applicable Law. Sellers Agent willapproval (which approval, at the expense of Sellersif sought before Closing, prepare will be pursuant to Section 5.1); provided, however, that for (i) Tax Returns that are due (without any automatic extension) on or before October 1, 2017 and file or cause to be prepared and filed all Tax Returns related to sales Taxes, the Seller shall provide to the Buyer copies of such Tax Returns as soon as is reasonably practicable for the Buyer’s review and approval (provided that the Seller shall in all cases be permitted to timely file such Tax Returns regardless of the Company timing of Buyer’s review and approval); and (ii) Tax Returns other than Tax Returns related to sales Taxes that are due after October 1, 2017 and before November 2, 2017, the Company’s Subsidiaries for all periods ending on or Seller shall use its reasonable best efforts to provide the Buyer with completed drafts of such Tax Returns no later than 10 Business Days prior to the Closing Date due date for filing such Tax Returns for the Buyer’s review and approval (but the Seller shall in all cases be permitted to timely file such Tax Returns if the Buyer has not approved such Tax Returns before the applicable due date). To the extent that are required to be filed after the Closing Date. Each party (or parties) responsible for preparing and filing any Income Tax Return pursuant to this Section 5.7(a), shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider Buyer objects in good faith to any reasonable comments of Tax Return and did not unreasonably withhold its approval, the other party (or parties) in respect of such Income Tax Return. The parties shall cooperate in good faith to resolve any dispute disputes or issues, including by means of filing amended or corrected returns to the extent reasonably necessary. (b) From and after Closing, the Buyer shall, except to the extent that such Tax Returns are the responsibility of the Seller under Section 6.3(a), file or cause to be filed all other Tax Returns with respect to the Company or any of its Subsidiaries unless otherwise required by applicable Law. If such Income Tax Return and if Returns report matters for which indemnification may be claimed from the parties are unable Seller pursuant to resolve any such dispute at least ten days before the due date (including extensions) for any such Income Tax ReturnSection 6.1, the dispute Buyer shall prepare (or cause to be referred prepared) such Tax Returns in accordance with past practices of the Company or any of its Subsidiaries and shall provide completed drafts of such Tax Returns to an Arbitrator and any such determination by such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator the Seller no later than 30 days prior to the due date for filing such Tax Returns for the Seller’s review and approval. The Buyer and the Seller shall work in good faith to resolve any disagreements related to such Tax Returns in a manner that would allow such Tax Returns to be filed timely; provided that in all events the Buyer shall be permitted to file all Tax Returns when due (including taking into account any available and obtained extensions). (c) The Buyer shall not cause to be carried back, and the Company and its Subsidiaries shall not elect to carry back, any item of loss, deduction or credit which arises in any taxable period ending after the Closing Date into any taxable period ending on or before the Closing Date. Any Tax refunds received by the Company or any of its Subsidiaries related to a period before the Closing Date shall be the property of the Seller and shall be remitted to the Seller within five days of receipt; provided, however, that the amount of such Tax refund shall be net of any related expenses reasonably incurred in connection with the preparation and filing of any Tax Return giving rise to such Tax refund. If, subsequent to a payment of a Tax refund to the Seller under this Section 6.3(c), a Taxing Authority reduces or disallows the amount of any such refund and the Buyer, the Company or any of its Subsidiaries has to return the refund to the Tax Authority, the portion of any such refund paid to the Taxing Authority shall be returned to the Buyer. (d) For any Tax Proceeding with respect to a sales Tax Return or sales Tax due in the State of Texas in respect of or attributable to a Pre-Closing Tax Period (the “Texas Contest”), Seller shall control, subject to Section 5.1(n), the Texas Contest and shall be liable for any such Income Tax ReturnTaxes pursuant to Section 6.1. Notwithstanding the preceding, such Income Tax Return after the Closing, the Buyer in its sole discretion, but in consultation with the Seller, shall be filed entitled to prepare, review, amend or take any other action in respect of the Texas Contest (for the avoidance of doubt, the Buyer shall have the sole right to (i) disclose any unpaid sales Tax liability (in such amounts as originally prepared determined by the Buyer) to any applicable Taxing Authority in the State of Texas, and later amended (ii) settle any claim or Tax Proceeding in respect of any sales Tax in the State of Texas). If the Texas Contest is resolved after the Closing under the Buyer’s control, then subject to reflect clause (y) below, (x) the such Arbitrator’s determination, if necessary. The expenses of such Arbitrator Seller and the Buyer each shall be borne equally by Parent liable for one-half of any such sales Taxes in the State of Texas in respect of any Pre-Closing Tax Period pursuant to Section 6.1 as modified pursuant to this Section 6.3(d) (and Sellersthe provisions of Section 6.4 shall not apply to any such Tax Proceeding) and (y) the aggregate liability of the Seller and its Affiliates (including Landmark Media and Parent) for such sales Taxes in the State of Texas shall not exceed $1.7 million in the aggregate.