Common use of Other Tax Returns Clause in Contracts

Other Tax Returns. The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than those the Sellers are entitled to prepare pursuant to Section 6.3(a) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed in respect of the Transferred Assets (including the Transferred Subsidiaries) or the Business after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns with respect to Transfer Taxes. With respect to Tax Returns for Pre-Closing Tax Periods or Straddle Periods, the Sellers shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns that are in excess of the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price. The Purchaser shall provide a draft of any such Tax Return for a Pre-Closing Tax Period or Straddle Period for which the Sellers may have an indemnification obligation pursuant to Section 10.2 to the Parent Seller on or prior to the date that is ten (10) Business Days prior to the due date (including extensions), along with a supporting schedule that shows the allocation of the portion of the Taxes shown as due on such Tax Return to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on such Tax Return, it shall notify the Purchaser of such disputed item (or items) and the basis for its objection. The Purchaser and the Parent Seller shall cooperate in good faith to resolve any dispute as to any matter in such Tax Return. If the parties cannot resolve any disputed item, the item in question shall be resolved by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable to such income.

Other Tax Returns. The Purchaser Acquirer and Company shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be filed all Tax Returns (other than those for the Sellers Company and its Subsidiaries that are entitled to prepare pursuant to Section 6.3(a) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed in respect of the Transferred Assets (including the Transferred Subsidiaries) or the Business after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns of the Company and it Subsidiaries with respect to Transfer Taxesany tax period beginning before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and its Subsidiaries, except where a contrary manner is required by law. With respect to each Tax Returns Return for Pre-any tax periods beginning before the Closing Tax Periods or Straddle PeriodsDate, the Sellers Acquirer shall be responsible for the Pre-Closing Taxes due in respect provide Seller a draft of such Tax Returns Return at least twenty (20) days prior to the filing date in order to permit Seller to review and comment on each such Tax Return, but only to the extent that are in excess of the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price. The Purchaser shall provide a draft of any such Tax Return for would a Pre-Closing reflect a Tax Period or Straddle Period liability for which the Sellers may have an indemnification obligation pursuant Seller could be liable under this Agreement. Acquirer and Seller shall attempt in good faith mutually to Section 10.2 to the Parent Seller on or prior to the date that is ten (10) Business Days resolve any disagreement regarding such Tax Returns prior to the due date of filing thereof and, if they are unable to do so, the disputed items shall be resolved (including extensions)within a reasonable time, along with taking into account the deadline for filing such Return) by independent accountants acceptable to Seller and Acquirer. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis, provided, however, that if after using reasonable best efforts, the parties are unable to resolve the matter in dispute before any Tax Return that is the subject of a supporting schedule that shows the allocation of the portion of the Taxes shown as due on disagreement is due, such Tax Return may be filed as prepared by Acquirer and Company, subject to adjustment or amendment upon resolution, and the making of any payments necessary to give effect to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on such Tax Return, it shall notify the Purchaser of such disputed item (or items) and the basis for its objectionresolution. The Purchaser costs and expenses relating to the Parent Seller shall cooperate in good faith to resolve any dispute as to any matter in such Tax Return. If the parties cannot resolve any disputed item, the item in question resolution shall be resolved borne equally by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable to such incomeparties.

Other Tax Returns. The Purchaser shall be entitled to prepare and timely file, file or cause to be prepared and timely filed, filed all Tax Returns (other than those the Sellers are entitled to prepare pursuant to Section 6.3(a) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed in respect of the Transferred Assets (including Company and its Subsidiaries for any taxable period ending on or prior to the Transferred Subsidiaries) or the Business Closing Date that are due after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing Date (including any Straddle Tax Period Tax Returns with respect and taking account of extensions of time to Transfer Taxes. With respect to file Tax Returns for PreReturns) (“Purchaser Prepared Tax Returns”), other than Flow-Closing Tax Periods or Straddle Periods, the Sellers shall be responsible for the Pre-Closing Taxes due in respect of such Through Income Tax Returns that are in excess of the amount of Taxes which are included prepared by Seller pursuant to Section 5.9(a). Each Purchaser Prepared Tax Return shall be prepared consistent with past practices, except as Current Liabilities and taken into account in determining the Purchase Priceotherwise required by applicable Law. The Purchaser shall provide the Seller with a draft copy of any each such Purchaser Prepared Tax Return for a that includes Pre-Closing Tax Period or Straddle Period Taxes for which the Sellers may have an indemnification obligation pursuant to Section 10.2 to Seller is liable under this Agreement, for its review, comment, and approval, no later than thirty (30) days (or, in the Parent Seller on or prior to the date case of a Purchaser Prepared Tax Return that is ten not an income Tax Return, no later than seven (107) Business Days days) prior to the due date (including extensions), along with a supporting schedule that shows the allocation of the portion of the Taxes shown as due on such Tax Return to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on filing such Tax Return, it shall notify provided that if any such Tax Return is due less than thirty (30) days (or less than seven (7) days, in the case of a Tax Return that is not an income Tax Return) after the Closing, then the Purchaser shall deliver a draft of such disputed item (or items) Tax Return as soon as practicable after the Closing; provided that failure to so deliver any such Tax Return shall not affect any liability of the Seller for Taxes pursuant to this Agreement. The Seller and the basis for its objection. The Purchaser shall consult with each other and the Parent Seller shall cooperate attempt in good faith to resolve any dispute issues arising as a result of such Purchaser Prepared Tax Return and, if they are unable to any matter in do so, the disputed items shall be submitted to a nationally recognized accounting firm for resolution (within a reasonable time, taking into account the deadline for filing such Tax Return. If the parties cannot resolve any disputed item), the item in question which such resolution shall be resolved by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business final and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions binding on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable to such incomeparties.

Other Tax Returns. The Purchaser Parent shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than those the Sellers are entitled to prepare pursuant to Section 6.3(a) file or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required cause to be filed in respect (i) all non-income Tax Returns of the Transferred Assets (including the Transferred Subsidiaries) Companies for periods ending on or the Business after before the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns with respect to Transfer Taxes. With respect to Tax Returns for Date (“Pre-Closing Tax Periods Returns”) and (ii) all Tax Returns for periods beginning on or before, and ending after, the Closing Date (a “Straddle Period Tax Return,” and such periods, “Straddle Periods, the Sellers ”). Such Tax Returns shall be responsible for prepared in accordance with the Pre-Closing Taxes due in respect of such Tax Returns that are in excess past practice and custom of the amount of Taxes which are included Companies in preparing Tax Returns, except as Current Liabilities and taken into account in determining the Purchase Priceotherwise required by applicable Law. The Purchaser Parent shall provide to the Sellers’ Representative, for their review, a draft copy of any such Tax Return for a Pre-Closing Tax Period or Straddle Period for which the Sellers may have an indemnification obligation pursuant to Section 10.2 to the Parent Seller on or prior to the date that is ten at least thirty (1030) Business Days prior to the date such Tax Return is due. The Sellers’ Representative shall provide comments at least fifteen (15) Business Days prior to the date such Tax Return is due. Parent shall give due date regard to proposed revisions to any such Tax Return as reasonably requested by the Sellers’ Representative. In the event there is a disagreement as to whether revisions requested by the Sellers’ Representative should be included in any such Tax Return, the disagreement shall be submitted to the Independent Accountant for resolution (the expenses of which shall be shared in a manner similar to that set forth in Section 2.4(c)(iii)). Parent shall file such Tax Returns as so finally prepared (including extensionsthe resolution of the Independent Accountant, if applicable). The Sellers shall pay all Taxes with respect to Pre-Closing Tax Returns, along and with a supporting schedule that shows the allocation of respect to the portion of the Taxes shown as due Straddle Period ending on such Tax Return to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on such Tax Return, it shall notify the Purchaser of such disputed item (or items) and the basis for its objection. The Purchaser and the Parent Seller shall cooperate in good faith to resolve any dispute as to any matter in such Tax Return. If the parties cannot resolve any disputed item, the item in question shall be resolved by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable (as determined pursuant to such incomeSection 6.4(e)) with respect to Straddle Period Tax Returns, within five (5) days of demand therefor by Parent.

Other Tax Returns. (a) With respect to any taxable period that includes but does not end on the Closing Date (a “Straddle Period”), (i) the income of the Target Companies shall be apportioned to the period up to and including the Closing Date (“Pre-Closing Straddle Period”) and the period after the Closing Date by closing the books of the Target Companies as of the end of the Closing Date, and (ii) with respect to non-income Taxes for a Straddle Period, the amount of Taxes for the Pre-Closing Straddle Period shall be determined by multiplying the total amount of such Taxes for the Straddle Period by a fraction equal to the number of days in such Pre-Closing Straddle Period divided by the total number of days in the Straddle Period. The Purchaser shall parties agree that if a Target Company is permitted, but not required, under applicable state, local or foreign income or franchise tax laws to treat the Closing Date as the last day of a Tax period, they will treat the Tax period as ending on the Closing Date. (b) With respect to any jurisdiction requiring separate-company reporting, the Seller will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than those the Sellers are entitled to prepare pursuant to Section 6.3(a) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed in respect of the Transferred Assets (including the Transferred Subsidiaries) or the Business after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns with respect to Transfer Taxes. With respect to separate-company Tax Returns for Pre-Closing Tax Periods or Straddle Periods, the Sellers shall be responsible Target Companies for the Pre-Closing Taxes due in respect of such Tax Returns that are in excess of the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price. The Purchaser shall provide a draft of any such Tax Return for a Pre-Closing Tax Period or Stub Period that are filed after the Closing Date, and such Tax Returns as so prepared shall be filed by the Target Companies. The Buyer shall prepare all Straddle Period for which Tax Returns of the Sellers may have an indemnification obligation Target Companies. Tax Returns that are prepared by the Seller or the Buyer pursuant to Section 10.2 the preceding two sentences shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices and customs of the Target Companies with respect to such items, to the Parent Seller on or prior to the date that is ten extent permitted by applicable law. At least thirty (1030) Business Days calendar days prior to the due date (including extensions)of any such Tax Return, along with a supporting schedule that shows the allocation of the portion of the Taxes shown as due on party preparing such Tax Return shall deliver such Tax Return to the Pre-Closing Tax Period, other party for the Parent Seller’s review and approval, comment. Such other party shall provide any comments on such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on Tax Return within fifteen (15) calendar days of its receipt of such Tax Return, it and Seller and Buyer shall notify the Purchaser of such disputed item (or items) and the basis for its objection. The Purchaser and the Parent Seller shall cooperate in good faith reach agreement on any appropriate modifications to resolve any dispute as to any matter in such Tax Return. If the parties cannot resolve any disputed itemReturn based on such comments, the item in question following which such Tax Return shall be resolved filed by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable to such incomeapplicable Target Company.

Other Tax Returns. The Purchaser Except for the Seller Returns, the Buyer shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be filed all Tax Returns for the Company and the Company Subsidiaries the due date of which (other than those taking into account valid extensions of time to file) is after the Sellers are entitled to prepare pursuant to Section 6.3(a) or Section 6.3(eClosing Date (“Buyer Returns”)), including those . All such Buyer Returns relating to Transfer Taxes a Straddle Reference Date Period shall be prepared timely in a manner consistent with the past practice of the Company and the Company Subsidiaries unless otherwise required by applicable Law. The Buyer shall submit each of the Buyer Returns relating to a Straddle Reference Date Period to the Seller at least thirty (unless 30) days prior to the Sellers are required to file date on which such Tax Returns related to Transfer Taxes), Return is required to be filed in respect of the Transferred Assets (including the Transferred Subsidiariesor, if such due date is within thirty (30) or the Business after days following the Closing Date. The Sellers shall cooperate with , as promptly as practicable following the Purchaser Closing Date) (including extensions) in respect the case of preparing any income Tax Returns with respect to Transfer Taxes. With respect to Tax Returns for Pre-Closing Tax Periods or Straddle Periodsand, in the Sellers shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns that are in excess of the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price. The Purchaser shall provide a draft case of any such other Tax Return for Returns, within a Pre-Closing Tax Period or Straddle Period for which the Sellers may have an indemnification obligation pursuant to Section 10.2 to the Parent Seller on or prior to the date that is ten (10) Business Days reasonable period of time prior to the due date (including extensions), along with a supporting schedule that shows and the allocation of Seller shall have the portion of the Taxes shown as due right to review and comment on such Tax Return to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditionedBuyer Returns. If the Parent Seller disputes any item on any such Tax Return, it shall notify the Purchaser Buyer of such disputed item (or items) and the basis for its objection. The Purchaser and the Parent Seller parties shall cooperate act in good faith to resolve any such dispute as prior to any matter in such the date on which the relevant Tax ReturnReturn is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an Accounting Firm independent accounting firm mutually acceptable to the Buyer and the Seller. The fees and expenses of such accounting firm shall be borne equally by the Buyer and the Seller. The Seller shall reimburse the Buyer Indemnitees for any Taxes with respect to any Pre-Closing Taxable Period for which the Seller is responsible pursuant to Section 7.12(j) shown as due on such Buyer Returns, as finally determined pursuant to this Section 7.12(f), upon written request setting forth in a manner consistent reasonable detail the computation of the amount owed by the Seller. Each such reimbursement shall be made no more than the later of ten (10) days after the date upon which such request was made (or, if later, the date on which any dispute is resolved in accordance with this Section 2.6(c7.12(f)) prior to or three (3) days before the due date (with extensions) for such Tax of the relevant Buyer Return. The Sellers shall include For the income avoidance of doubt, the limitations on the liability of the Business and its Transferred Subsidiaries (including any deferred income triggered into income Seller set forth in Article 11 shall not apply to the reimbursement obligations under Treasury Regulation this Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable to such income7.12(f).

Other Tax Returns. The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than those the Sellers are entitled to prepare pursuant to i) Except as provided for in Section 6.3(a5.2(j) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed in respect of the Transferred Assets (including the Transferred Subsidiaries) or the Business after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns with respect to Transfer Taxes. With respect to Tax Returns for Transfer Taxes, Sellers shall prepare all Tax Returns for each Company for all Pre-Closing Tax Periods that are required to be filed after the Closing Date, including any Tax Returns of a Company for Tax periods that begin on or before the Closing Date and end after the Closing Date (a “Straddle PeriodsPeriod”). For purposes of this Section 5.2(b), in the case of any Taxes for a Straddle Period that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the Sellers shall be responsible for the Pre-Closing Taxes due in respect portion of such Tax Returns Taxes that are in excess of relates to the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price. The Purchaser shall provide a draft of any such Tax Return for a Pre-Closing Tax Period shall (A) in the case of any Taxes other than Taxes based upon or Straddle Period related to income or receipts, be deemed to be the amount of such Taxes for the entire Tax period multiplied by a fraction, the numerator of which is the Sellers may have an indemnification obligation pursuant number of days in the Tax period ending on and including the Closing Date, and the denominator of which is the number of days in the entire Tax period, and (B) in the case of any Taxes based upon or related to Section 10.2 income or receipts, be deemed equal to the Parent Seller amount that would be payable if the relevant Tax period ended on the Closing Date, using the “closing of the books” method of accounting, and in a manner consistent with the Recent Balance Sheet; provided, however, that all exemptions, allowances, or deductions for the entire Tax period which are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the two short periods in proportion to the number of days in each period. Any credits relating to a Tax period that begins on or prior to before and ends after the date that is ten Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. (10ii) Business Days prior to the due date (including extensions), along with a supporting schedule that shows the allocation of Sellers shall determine the portion of the Taxes shown as due on each such Tax Return described in this Section 5.2(b) that is allocable to the a Pre-Closing Tax Period, which determination shall be set forth in a statement (the “Statement”). Sellers shall present a draft of such Tax Returns and any related Statement to the Buyer for review at least sixty (60) days before the Parent Seller’s review and approval, date on which such approval not Tax Returns are required to be unreasonably withheld, delayed or conditionedfiled (taking into account any extensions of time to file). If Failure of the Parent Seller disputes any item on Buyer to object to such Tax Return, it Returns within thirty (30) days of receipt thereof shall notify the Purchaser of such disputed item (or items) constitute consent thereto. Buyer and the basis for its objection. The Purchaser and the Parent Seller Sellers shall cooperate undertake in good faith to resolve any issues raised in any objection prior to the due date (including any extension thereof) for filing such Tax Returns and mutually to consent to the filing of such Tax Returns and to agree on the determination to be set forth in any Statement related thereto, in which case the information and total amount of Taxes shown to be due on such agreed Tax Returns and any such agreed Statement shall be final and binding on the parties hereto absent manifest error. In the event Buyer and Sellers are unable to resolve any dispute as concerning such Tax Returns and any such Statement by the earlier of (A) seven (7) calendar days after the date of Seller’s receipt of written notice from Buyer setting forth Buyer’s proposed resolution of such dispute, or (B) seven (7) calendar days prior to the due date for filing of such Tax Returns in question (including any matter extension thereof), Buyer and Sellers shall submit all such disputes to the CPA Firm for resolution. Buyer and Sellers shall jointly instruct the CPA Firm that it shall (i) review only the matters that were properly included in such Tax Returndispute and which remain in dispute, and (ii) make its determination in accordance with the requirements of law and applicable Company past practice. If In any case where a disputed item has not been resolved (either by mutual agreement of the parties cannot resolve any disputed item, hereto or by a determination of the item in question shall be resolved by an Accounting Firm in a manner consistent with Section 2.6(cCPA Firm) prior to the due date (with extensionsincluding any extension thereof) for filing such Tax Return. The Returns, then Sellers may resolve such item as they shall include determine in their sole discretion and Buyer shall arrange for the income signing and timely filing of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant such Tax Returns for all periods through and including cause the Closing Date and applicable Company to timely pay any Taxes attributable that are payable in respect of such Tax Returns; provided, however, that if any position taken by Sellers with respect to any such disputed item results in the imposition of penalties that are not successfully challenged, such penalties shall be deemed to have arisen in the Pre-Closing Tax Period. Notwithstanding the filing of such Tax Returns, (x) the CPA Firm shall make a determination with respect to any such disputed item, and (y) the amount of Taxes determined to be due with respect to such incomeTax Returns and determined to be properly set forth on any Statement related to such Tax Returns, shall be the amount of Taxes that would have been due on such Tax Returns and the amount of Taxes that would be properly set forth on such Statement related to such Tax Returns, respectively, after giving effect to the CPA Firm’s determination. Any fees, costs, and expenses of the CPA Firm incurred pursuant to this Section 5.2(b) shall be borne by the Parties pursuant to the terms of Section 2.4(f)(iii) of this Agreement.

Other Tax Returns. The Purchaser Buyer shall timely prepare or cause to be prepared all (i) all non-income Tax Returns of the LLC that are to be filed after the Closing Date, and (ii) all Tax Returns of the LLC for all periods beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”). Such Tax Returns shall be prepared in a manner consistent with the past custom and practice of the Company in preparing its Tax Returns except as required by applicable Law. Buyer shall deliver each such Tax Return to Seller at least 20 Business Days prior to its due date (taking into account applicable extensions) for Seller’s review and approval. In the event Seller requests revisions to any such Tax Return within ten Business Days of receipt thereof, and Buyer disagrees with any such revisions, the parties shall attempt in good faith to resolve such disagreement, failing which the disagreement shall be submitted to the Arbitrator for resolution (the expenses of which shall be shared in a manner similar to that set forth in Section 2.05(e)) at least five Business Days prior to the date such Tax Return is due (taking into account applicable extensions). Buyer shall timely filefile (taking into account applicable extensions) such Tax Returns as finally prepared pursuant to this Section 6.14(b). If the Arbitrator does not resolve the disagreement by such date, the Tax Return shall be timely filed in accordance with Buyer's position and, if the Arbitrator subsequently resolves such disagreement in accordance with Seller's position, Seller and Buyer shall amend such Tax Return to reflect the Arbitrator's final resolution. Seller shall pay, or cause to be prepared and timely filedpaid, all Tax Returns (other than those the Sellers are entitled an amount of Taxes owed with respect to prepare pursuant to Section 6.3(a) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed equal to: (A) in respect the case of the Transferred Assets (including the Transferred Subsidiaries) or the Business after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns with respect to Transfer Taxes. With respect to Tax Returns for a Pre-Closing Tax Periods or Return, all Taxes owed with respect to such Tax Returns, and (B) in the case of a Straddle PeriodsPeriod, the Sellers shall be responsible for the Pre-Closing Taxes due in respect portion of such Tax Returns Taxes which relates to the portion of such taxable period occurring on or before the Closing Date determined pursuant to Section 6.14(a); provided, however, that are in excess of the Seller shall pay not pay any particular amount of Taxes which are included as Current Liabilities and Tax pursuant to this sentence to the extent the Tax is taken into account in determining the Purchase PriceFinal Working Capital. The Purchaser Seller shall provide a draft pay or cause to be paid such amounts of any such Tax Return for a Pre-Closing Tax Period or Straddle Period for which the Sellers may have an indemnification obligation pursuant to Section 10.2 to the Parent Seller on or prior to the date that is ten (10) Taxes within five Business Days prior to the due date (including extensions), along with a supporting schedule that shows the allocation of the portion of the Taxes shown as due on such Tax Return to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on such Tax Return, it shall notify the Purchaser of such disputed item (or items) and the basis for its objection. The Purchaser and the Parent Seller shall cooperate in good faith to resolve any dispute as to any matter in such Tax Return. If the parties cannot resolve any disputed item, the item in question shall be resolved by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting receiving demand therefor from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable to such incomeBuyer.