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 the Company 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 due after the Closing Date. The parties agree to cooperate with each other and their affiliates in the preparation of such non-Income Tax Returns. 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 the Closing Balance 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, 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 has been accrued as a current non-Income Tax liability in the Company's and the Subsidiaries' Closing Balance Sheet as of the Closing Date. 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 shall cause to be prepared and timely filed all non-Income Tax Returns of the Company and the Subsidiaries due for all Tax periods ending on or before the Closing Date. Buyer shall cause the Company and the Subsidiaries to prepare and timely file all non-Income Tax Returns due 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 returnsReturns. Except to the extent accrued as a current non-Income Tax liability in Company’s books and records as of the Closing Balance SheetDate, 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 has been accrued as a current non-Income Tax liability in the Company's and the Subsidiaries' Closing Balance Sheet as are part of the Closing DateLiabilities. 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 for the Company and the Subsidiaries due for all taxable periods ending on or before prior to the Closing Date. Buyer shall cause Date (the Company and the Subsidiaries “Pre-Closing Tax Period”) that are to prepare and timely file all non-Income Tax Returns due be filed after the Closing Date, 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 be prepared 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 also provide each other 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 deemed to have accepted such Tax Return. The Parties shall attempt in good faith to resolve any dispute with full access respect to such Tax Return. If the Parties are unable to resolve any such dispute at least ten (10) days before the due date (with applicable records extensions) for any such Tax Return, the dispute shall be referred to enable the preparation 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 dispute by the Tax Dispute Accountant. The Buyer shall be reimbursed by the Sellers (jointly and severally) for Taxes of the Company with respect to such periods within five (5) days of payment by the Buyer or the Company of such returns. Except Taxes, except to the extent accrued as a current non-Income Tax liability such Taxes are taken into account in the Closing Balance Sheet, Seller shall pay on a timely basis all non-Income Taxes in respect calculation of Net Working Capital. If the Pre-Closing Period as shown as due on such returns; provided, that, Buyer shall pay or cause the Company and the Subsidiaries to pay on a timely basis the portion of amount accrued for such Pre-Closing Tax Period non-Income Taxes which has been accrued as a current non-Income Tax liability in the Company's and calculation of Net Working Capital exceeds the Subsidiaries' Closing Balance Sheet as amount that the Sellers are 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 Datedate that the applicable Tax Return representing the over-accrued Taxes is filed with the applicable taxing authority. Buyer shall cause the Company and the Subsidiaries 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 and the Subsidiaries covering Tax periods ending before or including the Closing DateCompany.

Non-Income Tax Returns. Seller Except as otherwise provided in Section 11.1(b), and with respect to each Tax Return covering either (i) a Tax period or year commencing at or before and ending after the Effective Time (each, a “Straddle Period”) or (ii) a Tax period ending at or before the Effective Time or a portion of any Straddle Period that ends at and includes the Effective Time (each, a “Pre-Closing 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 timely filed all non-Income Tax Returns (B) shall determine the portion of the Company 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 due after the Closing Date. The parties agree to cooperate with each other and their affiliates in the preparation of such non-Income Tax Returns. 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 the Closing Balance 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; providedTax Return that is allocable to a Pre-Closing Tax Period (any such Taxes, that, Buyer shall pay or cause the Company “Pre-Closing Taxes”) and the Subsidiaries to pay on a timely basis 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 Closing Taxes which has been accrued as a current non-Income to all Taxes reflected on such Tax liability Return) of such costs and expenses incurred in the Company's and the Subsidiaries' Closing Balance Sheet as preparation of the Closing Date. Buyer shall cause the Company and the Subsidiaries to pay all non-Income Taxes to which any such non-Income Tax Returns relate 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 and the Subsidiaries 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 for the Group Companies for any Pre-Closing Tax Period or Straddle Period. All such Tax Returns shall be prepared in a manner consistent with the past practice and custom of the Company 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 due after the Closing Date. The parties agree to cooperate with each other and their affiliates in the preparation of such non-Income Tax Returns. The parties shall also provide each other with full access to applicable records to enable the preparation of such returns. Except Group Companies to the extent accrued as a current non-Income Tax liability in the Closing Balance 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, consistent with applicable Legal Requirements and this Agreement. The Buyer shall pay or cause provide the Company and the Subsidiaries to pay on a timely basis the portion Seller with completed drafts of such Pre-Closing Period non-Income Taxes which has been accrued as a current non-Income Tax liability in the Company's and the Subsidiaries' Closing Balance Sheet as of the Closing Date. Buyer shall cause the Company and the Subsidiaries 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 and in any Pre-Closing Tax Period or Straddle Period, in each case, to the Subsidiaries covering Tax periods ending before 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 including 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 and the Subsidiaries due for all taxable periods ending on or before prior to the Closing Date. Buyer shall cause Date (the Company and the Subsidiaries to prepare and timely file all non“Pre-Income Closing Tax Returns due Period”) that are filed after the Closing Date, other than income and capital stock and franchise Tax Returns for such Pre-Closing Tax Periods. The parties agree 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 cooperate the Shareholders for the Shareholders’ review and comment at least twenty (20) 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 Shareholders shall also provide each other 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 consent shall not be unreasonably 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 full access applicable extensions) for any such Tax Return, such Tax Return shall be filed as prepared by Buyer, subject to applicable records amendment, if necessary, to enable reflect the resolution of the dispute by the Accounting Firm. The costs, fees and expenses related to Buyer’s preparation of such returns. Except to the extent accrued as a current non-Income Tax liability in the Closing Balance 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, 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 has been accrued as a current non-Income Tax liability in the Company's and the Subsidiaries' Closing Balance Sheet as of the Closing Date. 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 Dateunder this Section 10.5(a)(i) will be paid by Buyer.