Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. Acquiror shall be entitled to prepare and file, or cause to be prepared and filed, all Returns of Target and its subsidiaries required to be filed following the Effective Date. Acquiror shall provide to Spinco any Returns described in this Section 8.4 that reflect Taxes that are Indemnified Liabilities for any taxable period (or any portion thereof) ending on or prior to the acquisition of control of Target pursuant to the Plan of Arrangement for Spinco’s review and comment at least 45 days prior to the due date for filing such Returns (including any applicable extensions). Spinco shall notify Acquiror within 15 days of receiving any such Returns of any comments in respect thereof, and Acquiror shall consider any such comments in good faith. If Acquiror disagrees with any comments or changes requested by Spinco, Acquiror shall inform Spinco of such disagreement and Acquiror and Spinco shall endeavour to resolve any such disagreement. If Acquiror and Spinco are unable to resolve such disagreement within 10 days of Acquiror’s notification of disagreement to Spinco, the determination of whether to include the comments or changes requested by Spinco shall be made by a nationally recognized firm of independent certified public accountants mutually selected by Acquiror and Spinco. The determination by such firm of accountants under this Section 8.4 shall be final and binding on Acquiror and Spinco. Acquiror and Spinco shall each pay one-half (50%) of the fees and costs of such accounting firm. Spinco shall pay Acquiror or the applicable subsidiary of Acquiror the amount of any Taxes for which Spinco is responsible hereunder no later than two Business Days prior to the due date (including any applicable extensions) of the Return in respect of which such Taxes are due.

Filing Responsibility. Acquiror Rio Alto shall be entitled to prepare and file, or cause to be prepared and filed, all Tax Returns of Target Sulliden and its subsidiaries Subsidiaries required to be filed following the Effective Date. Acquiror Rio Alto shall provide to Spinco SpinCo any Tax Returns described in this Section 8.4 Subsection 7.6 that reflect Taxes that are Indemnified Liabilities for any taxable period (or any portion thereof) ending on or prior to the acquisition of control of Target Sulliden pursuant to the Plan of Arrangement for Spinco’s SpinCo's review and comment at least 45 days prior to the due date for filing such Tax Returns (including any applicable extensions). Spinco SpinCo shall notify Acquiror Rio Alto within 15 days of receiving any such Tax Returns of any comments in respect thereof, and Acquiror Rio Alto shall consider any such comments in good faith. If Acquiror Rio Alto disagrees with any comments or changes requested by SpincoSpinCo, Acquiror Rio Alto shall inform Spinco SpinCo of such disagreement and Acquiror Rio Alto and Spinco SpinCo shall endeavour to resolve any such disagreement. If Acquiror Rio Alto and Spinco SpinCo are unable to resolve such disagreement within 10 ten (10) days of Acquiror’s Rio Alto's notification of disagreement to SpincoSpinCo, the determination of whether to include the comments or changes requested by Spinco SpinCo shall be made by a nationally recognized firm of independent certified public accountants mutually selected by Acquiror Rio Alto and SpincoSpinCo. The determination by such firm of accountants under this Section 8.4 Subsection 7.6 shall be final and binding on Acquiror Rio Alto and SpincoSpinCo. Acquiror Rio Alto and Spinco SpinCo shall each pay one-half (50%) of the fees and costs of such accounting firm. Spinco SpinCo shall pay Acquiror Rio Alto or the applicable subsidiary of Acquiror Rio Alto the amount of any Taxes for which Spinco SpinCo is responsible hereunder no later than two Business Days prior to the due date (including any applicable extensions) of the Tax Return in respect of which such Taxes are due.

Filing Responsibility. Acquiror Primero shall be entitled to prepare and file, or cause to be prepared and filed, all Returns of Target Brigus and its subsidiaries Subsidiaries required to be filed following the Effective Date. Acquiror Primero shall provide to Spinco SpinCo any Tax Returns described in this Section 8.4 7.6 that reflect Taxes that are Indemnified Liabilities for any taxable period (or any portion thereof) ending on or prior to the acquisition of control of Target Brigus pursuant to the Plan of Arrangement for SpincoSpinCo’s review and comment at least 45 days prior to the due date for filing such Tax Returns (including any applicable extensions). Spinco SpinCo shall notify Acquiror Primero within 15 days of receiving any such Tax Returns of any comments in respect thereof, and Acquiror Primero shall consider any such comments in good faith. If Acquiror Primero disagrees with any comments or changes requested by SpincoSpinCo, Acquiror Primero shall inform Spinco SpinCo of such disagreement and Acquiror Primero and Spinco SpinCo shall endeavour to resolve any such disagreement. If Acquiror Primero and Spinco SpinCo are unable to resolve such disagreement within 10 ten (10) days of AcquirorPrimero’s notification of disagreement to SpincoSpinCo, the determination of whether to include the comments or changes requested by Spinco SpinCo shall be made by a nationally recognized firm of independent certified public accountants mutually selected by Acquiror Primero and SpincoSpinCo. The determination by such firm of accountants under this Section 8.4 7.6 shall be final and binding on Acquiror Primero and SpincoSpinCo. Acquiror Primero and Spinco SpinCo shall each pay one-half (50%) of the fees and costs of such accounting firm. Spinco SpinCo shall pay Acquiror Primero or the applicable subsidiary of Acquiror Primero the amount of any Taxes for which Spinco SpinCo is responsible hereunder no later than two Business Days prior to the due date (including any applicable extensions) of the Tax Return in respect of which such Taxes are due.