Common use of Non-Income Tax Returns Clause in Contracts

Non-Income Tax Returns. Seller shall cause to be prepared and timely filed all non-Income Tax Returns of Company for all Tax periods ending on or before the Closing Date. Buyer shall cause Company to prepare and timely file all non-Income Tax Returns for all Tax periods ending after the Closing Date. Seller shall have the right to approve all non-Income Tax Returns of Company that are prepared by or at the direction of Buyer that covers a tax period beginning before and ending after the Closing Date, which approval shall not be unreasonably withheld or delayed. The parties agree to cooperate with each other and their affiliates in the preparation of such non-Income Tax Returns. The parties shall be entitled to utilize the services of the personnel who would have been responsible for preparing such Returns to the extent reasonably necessary in preparing said Returns on a timely basis. The parties shall also provide each other with full access to applicable records to enable the preparation of such Returns. Except to the extent accrued as a current non-Income Tax liability in Company’s books and records as of the Closing Date, Seller shall pay on a timely basis all non-Income Taxes in respect of the Pre-Closing Period as shown as due on such returns; provided, that Buyer shall pay or cause Company to pay on a timely basis the portion of such Pre-Closing Period non-Income Taxes which are part of the Closing Liabilities. Buyer shall cause Company to pay all non-Income Taxes to which such non-Income Tax Returns relate for all periods after the Closing Date. The parties shall make available to each other copies of non-Income Tax Returns of the Companies covering Tax periods ending before or including the Closing Date.

Non-Income Tax Returns. Seller shall cause to be prepared and timely filed all non-Income Tax Returns of the Company for all Tax periods ending and the Subsidiaries due on or before the Closing Date. Buyer shall cause the Company and the Subsidiaries to prepare and timely file all non-Income Tax Returns for all Tax periods ending due after the Closing Date. Seller shall have the right to approve all non-Income Tax Returns of Company that are prepared by or at the direction of Buyer that covers a tax period beginning before and ending after the Closing Date, which approval shall not be unreasonably withheld or delayed. The parties agree to cooperate with each other and their affiliates in the preparation of such non-Income Tax Returns. The parties shall be entitled to utilize the services of the personnel who would have been responsible for preparing such Returns to the extent reasonably necessary in preparing said Returns on a timely basis. The parties shall also provide each other with full access to applicable records to enable the preparation of such Returnsreturns. Except to the extent accrued as a current non-Income Tax liability in Company’s books and records as of the Closing DateBalance Sheet, Seller shall pay on a timely basis all non-Income Taxes in respect of the Pre-Closing Period as shown as due on such returns; provided, that that, Buyer shall pay or cause the Company and the Subsidiaries to pay on a timely basis the portion of such Pre-Closing Period non-Income Taxes which are part has been accrued as a current non-Income Tax liability in the Company's and the Subsidiaries' Closing Balance Sheet as of the Closing LiabilitiesDate. Buyer shall cause the Company and the Subsidiaries to pay all non-Income Taxes to which such non-Income Tax Returns relate for all periods after the Closing Date. The parties shall make available to each other copies of non-Income Tax Returns of the Companies and the Subsidiaries covering Tax periods ending before or including the Closing Date.

Non-Income Tax Returns. Seller The Buyer shall prepare or cause to be prepared and timely file or cause to be filed all non-Income Tax Returns of Company for all the Group Companies for any Pre-Closing Tax periods ending on Period or before the Closing DateStraddle Period. Buyer shall cause Company to prepare and timely file all non-Income All such Tax Returns for all Tax periods ending after the Closing Date. Seller shall have the right to approve all non-Income Tax Returns of Company that are prepared by or at the direction of Buyer that covers a tax period beginning before and ending after the Closing Date, which approval shall not be unreasonably withheld or delayed. The parties agree to cooperate with each other and their affiliates in the preparation of such non-Income Tax Returns. The parties shall be entitled to utilize prepared in a manner consistent with the services past practice and custom of the personnel who would have been responsible for preparing such Returns Group Companies to the extent reasonably necessary in preparing said Returns on a timely basisconsistent with applicable Legal Requirements and this Agreement. The parties shall also provide each other with full access to applicable records to enable the preparation of such Returns. Except to the extent accrued as a current non-Income Tax liability in Company’s books and records as of the Closing Date, Seller shall pay on a timely basis all non-Income Taxes in respect of the Pre-Closing Period as shown as due on such returns; provided, that Buyer shall pay or cause Company to pay on a timely basis provide the portion Seller with completed drafts of such Pre-Closing Period non-Income Taxes which are part of the Closing Liabilities. Buyer shall cause Company to pay all non-Income Taxes to which any such non-Income Tax Returns relate for all periods that are filed after the Closing DateDate for the Seller’s review and comment at least thirty (30) days prior to the due date for filing thereof and shall consider in good faith the Seller’s revisions to such Tax Returns. The parties If the Buyer does not accept the revisions of the Seller, and any such revision could affect the Seller’s liability for non-Income Taxes (including by way of indemnification or reduction in amounts the Seller would otherwise receive out of the Escrow Amount or otherwise), the Seller and the Buyer agree to attempt to resolve the associated dispute within twenty (20) days after the Seller provides its revisions. If any matter of such dispute is not resolved in this timeframe, the Seller and the Buyer shall make available submit such matter for resolution to each other copies the Arbiter in accordance with the procedures of Section 3.1.7 (without the requirement for a Notice of Disagreement). Without the consent of the Seller (not to be unreasonably withheld, conditioned or delayed), unless otherwise contemplated by this Agreement or required by applicable Legal Requirement, the Buyer shall not file any amended non-Income Tax Returns Return for the Group Companies for any Pre-Closing Tax Period or Straddle Period, shall not make any Tax election with respect to the Group Companies with retroactive effect to any Pre-Closing Tax Period or Straddle Period of the Group Companies, and shall not voluntarily approach any Governmental Authority with respect to any non-Income Taxes of the Group Companies covering in any Pre-Closing Tax periods ending before Period or Straddle Period, in each case, to the extent such action would increase the Seller’s liability for non-Income Taxes (including by way of Sellers’ indemnification pursuant to Section 10.2.1 of this Agreement or reduction in amounts the Closing DateSeller would otherwise receive under this Agreement out of the Escrow Amount or otherwise).

Non-Income Tax Returns. Seller Buyer shall prepare and file, or cause to be prepared and timely filed filed, all non-Income Tax Returns of for the Company for all Tax taxable periods ending on or before prior to the Closing Date. Buyer shall cause Company to prepare and timely file all nonDate (the “Pre-Income Closing Tax Returns for all Tax periods ending after the Closing Date. Seller shall have the right to approve all non-Income Tax Returns of Company Period”) that are prepared by or at the direction of Buyer that covers a tax period beginning before and ending filed after the Closing Date, other than income and capital stock and franchise Tax Returns for such Pre-Closing Tax Periods. Buyer shall prepare such Tax Returns consistent with the past practice of the Company, unless otherwise required by Applicable Law. Buyer shall submit any such Tax Return to the Shareholders for the Shareholders’ review and comment at least twenty (20) days prior to the due date (with applicable extensions) for such Tax Returns. The Shareholders shall provide any written comments to Buyer not later than ten (10) days after receiving any such Tax Return and, unless otherwise required by Applicable Law, Buyer will make such revisions to such Tax Returns as are reasonably requested by the Shareholders and consented to by Buyer (which approval consent shall not be unreasonably withheld withheld, conditioned or delayed). If the Shareholders do not provide any written comments within ten (10) days, they shall be deemed to have accepted such Tax Return. In the event of a disagreement concerning any Tax Return prepared under this Section 10.5(a)(i), the Parties shall use their respective good faith efforts to resolve any such disagreement, failing which any Party may refer such disagreement to the Accounting Firm, whose decision shall be final and binding, and the fees and expenses of the Accounting Firm will be allocated and borne by Buyer and the Shareholders in the manner contemplated under 2.8(b). If the Accounting Firm is unable to resolve any such dispute prior to the due date (with applicable extensions) for any such Tax Return, such Tax Return shall be filed as prepared by Buyer, subject to amendment, if necessary, to reflect the resolution of the dispute by the Accounting Firm. The parties agree costs, fees and expenses related to cooperate with each other and their affiliates in the Buyer’s preparation of such non-Income Tax Returns. The parties shall be entitled to utilize the services of the personnel who would have been responsible for preparing such Returns to the extent reasonably necessary in preparing said Returns on a timely basis. The parties shall also provide each other with full access to applicable records to enable the preparation of such Returns. Except to the extent accrued as a current non-Income Tax liability in Company’s books and records as of the Closing Date, Seller shall pay on a timely basis all non-Income Taxes in respect of the Pre-Closing Period as shown as due on such returns; provided, that Buyer shall pay or cause Company to pay on a timely basis the portion of such Pre-Closing Period non-Income Taxes which are part of the Closing Liabilities. Buyer shall cause Company to pay all non-Income Taxes to which such non-Income Tax Returns relate for all periods after the Closing Date. The parties shall make available to each other copies of non-Income Tax Returns of the Companies covering Tax periods ending before or including the Closing Dateunder this Section 10.5(a)(i) will be paid by Buyer.

Non-Income Tax Returns. Seller shall cause Except as otherwise provided in Section 11.1(b), and with respect to be prepared and timely filed all non-Income each Tax Returns of Company for all Return covering either (i) a Tax periods ending on period or before the Closing Date. Buyer shall cause Company to prepare and timely file all non-Income Tax Returns for all Tax periods ending after the Closing Date. Seller shall have the right to approve all non-Income Tax Returns of Company that are prepared by year commencing at or at the direction of Buyer that covers a tax period beginning before and ending after the Closing DateEffective Time (each, which approval shall not be unreasonably withheld a “Straddle Period”) or delayed. The parties agree to cooperate with each other (ii) a Tax period ending at or before the Effective Time or a portion of any Straddle Period that ends at and their affiliates in includes the preparation of such non-Income Tax Returns. The parties shall be entitled to utilize the services of the personnel who would have been responsible for preparing such Returns to the extent reasonably necessary in preparing said Returns on Effective Time (each, a timely basis. The parties shall also provide each other with full access to applicable records to enable the preparation of such Returns. Except to the extent accrued as a current non-Income Tax liability in Company’s books and records as of the Closing Date, Seller shall pay on a timely basis all non-Income Taxes in respect of the “Pre-Closing Period as Tax Period”) that, in any such case, is required to be filed for, by, on behalf of or with respect to any Acquired Company after the Effective Time, Purchaser (A) shall prepare or cause to be prepared each such Tax Return and (B) shall determine the portion of the Taxes shown as due on such returns; providedTax Return that is allocable to a Pre-Closing Tax Period (any such Taxes, that Buyer shall pay or cause Company to pay on a timely basis “Pre-Closing Taxes”) and the portion of the Taxes shown as due on such Tax Return that is allocable to the Tax period (or portion thereof) beginning after the Effective Time (each, a “Post-Closing Tax Period”), which determination shall be set forth in a statement (“Statement”) prepared by Purchaser. Purchaser shall deliver a copy of such Tax Return and the Statement related thereto (including related work papers) to Seller for its review and approval (such approval not to be unreasonably withheld, conditioned or delayed) to the extent commercially reasonable and feasible, sufficiently in advance of the due date (including any extensions thereof) for filing such Tax Return to provide Seller with a meaningful opportunity to analyze and comment on such Tax Return and have such Tax Return modified based on such review and approval before the filing of such Tax Return. With respect to each Tax Return described in this Section 11.1(a) and in Section 11.1(b), Purchaser and Seller, as applicable, will join in the execution and filing of such Tax Return and other documentation as required by applicable Law. Within seven (7) Business Days after Purchaser delivers such a Statement to Seller, the Seller shall pay to Purchaser the amount of Pre-Closing Taxes reflected in such Statement. Seller shall reimburse Purchaser for all out‑of‑pocket costs and expenses incurred by Purchaser in connection with preparing any such Tax Return for a Pre-Closing Tax Period nonthat shall have ended as of or before the Effective Time and a pro rata portion (determined based on the ratio of Pre-Income Taxes which are part of the Closing Liabilities. Buyer shall cause Company to pay all non-Income Taxes to which all Taxes reflected on such non-Income Tax Returns relate Return) of such costs and expenses incurred in the preparation of any such Tax Return for all periods after the Closing Date. The parties shall make available to each other copies of non-Income Tax Returns of the Companies covering Tax periods ending before or including the Closing Datea Straddle Period.

Non-Income Tax Returns. Seller The Buyer shall prepare or cause to be prepared and timely file or cause to be filed all non-Income Tax Returns of for the Company for all Tax taxable periods ending on or before prior to the Closing Date. Buyer shall cause Company to prepare and timely file all nonDate (the “Pre-Income Closing Tax Returns for all Tax periods ending after the Closing Date. Seller shall have the right to approve all non-Income Tax Returns of Company Period”) that are prepared by or at the direction of Buyer that covers a tax period beginning before and ending to be filed after the Closing Date, which approval other than income and franchise Tax Returns for such Pre-Closing Tax Periods prepared by the Sellers’ Representative pursuant to Section 5.3(a)(i)(B). Such Tax Returns shall not be unreasonably withheld or delayedprepared in a manner consistent with applicable Law. The parties agree Buyer shall submit any such Tax Return to cooperate the Sellers’ Representative for the Sellers’ Representative’s review and comment at least thirty (30) days prior to the due date (with each other and their affiliates in the preparation of applicable extensions) for such non-Income Tax Returns. The parties Sellers’ Representative shall provide any written comments to the Buyer not later than ten (10) days after receiving any such Tax Return and, if the Sellers’ Representative does not provide any written comments within ten (10) days, the Sellers’ Representative shall be entitled deemed to utilize have accepted such Tax Return. The Parties shall attempt in good faith to resolve any dispute with respect to such Tax Return. If the services Parties are unable to resolve any such dispute at least ten (10) days before the due date (with applicable extensions) for any such Tax Return, the dispute shall be referred to the Tax Dispute Accountant for resolution. If the Tax Dispute Accountant is unable to resolve any such dispute prior to the due date (with applicable extensions) for any such Tax Return, such Tax Return shall be filed as prepared by the Buyer subject to amendment, if necessary, to reflect the resolution of the personnel who would have been responsible dispute by the Tax Dispute Accountant. The Buyer shall be reimbursed by the Sellers (jointly and severally) for preparing Taxes of the Company with respect to such Returns periods within five (5) days of payment by the Buyer or the Company of such Taxes, except to the extent reasonably necessary such Taxes are taken into account in preparing said Returns on a timely basisthe calculation of Net Working Capital. The parties shall also provide each other with full access to applicable records to enable If the preparation of such Returns. Except to the extent amount accrued as a current non-Income Tax liability in Company’s books and records as of the Closing Date, Seller shall pay on a timely basis all non-Income Taxes in respect of the Pre-Closing Period as shown as due on such returns; provided, that Buyer shall pay or cause Company to pay on a timely basis the portion of for such Pre-Closing Tax Period non-Income Taxes which in the calculation of Net Working Capital exceeds the amount that the Sellers are part liable to pay pursuant to this Section 5.3(a)(i)(A) for such period, then the Buyer shall reimburse the Sellers (based on each Seller’s Pro Rata Share) for such amount within ten (10) days of the Closing Liabilitiesdate that the applicable Tax Return representing the over-accrued Taxes is filed with the applicable taxing authority. Buyer shall cause Company to pay all non-Income Taxes to which The cost of preparing such non-Income Tax Returns relate for all periods after shall be borne by the Closing Date. The parties shall make available to each other copies of non-Income Tax Returns of the Companies covering Tax periods ending before or including the Closing DateCompany.

Non-Income Tax Returns. Seller shall cause to be prepared and timely filed all non-Income Tax Returns of Company for all Tax periods ending on or before the Closing Date. The Buyer shall cause the Company to prepare and timely file with the applicable Governmental Authority all non-Income Tax Returns for all Tax periods ending after the Closing Date. Seller shall have the right to approve all non-Income Tax Returns of Company that are prepared by or at the direction of Buyer that covers a tax period beginning before and ending after the Closing Date, which approval shall not be unreasonably withheld or delayed. The parties agree to cooperate with each other and their affiliates in the preparation of such non-Income Tax Returns. The parties shall be entitled to utilize the services of the personnel who would have been responsible for preparing such Returns to the extent reasonably necessary in preparing said Returns on a timely basis. The parties shall also provide each other with full access to applicable records to enable the preparation of such Returns. Except to the extent accrued as a current non-Income Tax liability in Company’s books and records as of the Closing Date, Seller shall pay on a timely basis all non-Income Taxes in respect of the Pre-Closing Period as shown as due on such returns; provided, that Buyer shall pay or cause Company to pay on a timely basis the portion of such Pre-Closing Period non-Income Taxes which are part of the Closing Liabilities. Buyer shall cause Company to pay all non-Income Taxes to which such non-Income Tax Returns relate for all periods after the Closing Date. The parties shall make available to each other copies of nonNon-Income Tax Returns of the Companies covering Company for Pre-Closing Tax periods ending before or including Periods that are due after the Closing DateDate and shall pay any Non-Income Taxes shown as due on such originally filed Non-Income Tax Return. Such Tax Returns shall be prepared in a manner consistent with the past practice of the Company, unless required by Law, or as specifically contemplated by this Agreement. The Buyer shall deliver to the Seller a copy of any such Tax Return filed with an applicable Governmental Authority promptly after filing such Tax Return. If, after all originally filed Non-Income Tax Returns (including payroll Tax Returns) of the Company for Pre-Closing Tax Periods that are due after the Closing Date have been filed, the aggregate net amount of Non-Income Taxes (including payroll Taxes) included as a liability in the computation of the final Closing Net Working Capital exceeds the aggregate net amount of Non-Income Taxes (including payroll Taxes), other than any payroll Taxes borne by the Seller as Seller’s Expenses, that are paid after the Closing with respect to the Pre-Closing Tax Periods included in such originally filed Tax Returns, the Buyer shall pay such excess amount in cash to the Seller within fifteen (15) days after the last such Tax Return is filed (or, if later, after the final Closing Net Working Capital has been determined). If, after all originally filed Non-Income Tax Returns (including payroll Tax Returns) of the Company for Pre-Closing Tax Periods that are due after the Closing Date have been filed, the aggregate net amount of Non-Income Taxes (including payroll Taxes) included as a liability in the computation of the final Closing Net Working Capital is less than the aggregate net amount of Non-Income Taxes (including payroll Taxes), other than any payroll Taxes borne by the Seller as Seller’s Expenses, that are paid after the Closing with respect to the Pre-Closing Tax Periods included in such originally filed Tax Returns, the Seller shall pay the deficiency in cash to the Buyer within fifteen (15) days after the last such Tax Return is filed (or, if later, after the final Closing Net Working Capital has been determined).