Common use of Preparation and Filing of Income Tax Returns Clause in Contracts

Preparation and Filing of Income Tax Returns. Seller shall be responsible, at its expense, for the preparation and filing of all Income Tax Returns for any Short Period. Seller shall prepare such Income Tax Returns in a manner consistent with prior years and shall, in respect of such Income Tax Returns, determine the income, gain, expenses, losses, deductions and credits of NEI or Aptus in a manner consistent with prior practice. The results of operations of NEI or Aptus from the first day of the taxable year through the Closing Date shall be included in Seller's consolidated federal income tax return and in any consolidated, combined or unitary Income Tax Returns required to be filed by Seller after the Closing Date. The results of operations of NEI or Aptus from the first day of the taxable year through the Closing Date shall be included in any separate Income Tax Returns filed by NEI or Aptus after the Closing Date; provided, however, that Seller shall prepare (without cost to Buyer, NEI or Aptus) all such separate Income Tax Returns for any Short Period (but not for any Period which includes or ends after the Closing Date) and submit them to Buyer, and Buyer shall have all such separate Income Tax Returns appropriately executed and filed on a timely basis. With respect to any Income Tax Return to be prepared by Seller, Buyer shall, and shall cause NEI or Aptus to, provide to Seller information in a manner consistent with past practice for use in preparation of such Income Tax Returns, in each case, no later than sixty days (60) after the relevant Period ends. Notwithstanding the foregoing, Buyer shall be responsible for preparing and filing all Income Tax Returns of NEI or Aptus for Periods not ending on or before the Closing Date, even if such Income Tax Returns cover Periods prior to the Closing Date.

Preparation and Filing of Income Tax Returns. Seller shall will be responsible, at its expense, for the preparation and filing of all Income Tax Returns for all Tax periods ending prior to the Closing Date and for any Short Tax Period. Seller shall will prepare such Income Tax Returns in a manner consistent with prior years and shallwill, in respect of such Income Tax Returns, determine the income, gain, expenses, losses, deductions and credits of NEI or Aptus the Acquired Subsidiaries in a manner consistent with prior practice. The results of operations of NEI or Aptus the Acquired Subsidiaries from the first day of the taxable year through the Closing Date shall will be included in Seller's consolidated federal income tax return Tax Return and in any consolidated, combined or unitary Income income Tax Returns required to be filed by Seller after the Closing Date. The results of operations of NEI or Aptus the Acquired Subsidiaries from the first day of the taxable year through the Closing Date shall will be included in any separate Income Tax Returns filed by NEI or Aptus the Acquired Subsidiaries after the Closing Date; provided, however, that Seller shall will prepare (without cost to Buyer, NEI Buyer or Aptusthe Acquired Subsidiaries) all such separate Income Tax Returns for any Short Tax Period (but not for any Tax Period which includes or ends after the Closing Date) and submit them to Buyer, and Buyer shall will have all such separate Income Tax Returns appropriately executed and filed on a timely basis. With respect to any Income Tax Return to be prepared by Seller, Buyer shallwill, and shall will cause NEI or Aptus the Acquired Subsidiaries to, provide to Seller information in a manner consistent with past practice for use in preparation of such Income Tax Returns, in each case, no later than sixty 60 days (60) after the relevant Tax Period ends. Notwithstanding the foregoing, Buyer shall will be responsible for preparing and filing all Income Tax Returns of NEI or Aptus the Acquired Subsidiaries for Tax Periods not ending on or before the Closing Date, even if such Income Tax Returns cover Tax Periods prior to the Closing Date.

Preparation and Filing of Income Tax Returns. Seller shall will be responsible, at its expense, for the preparation and filing of all Income Tax Returns for any Short Tax Period. Seller shall will prepare such Income Tax Returns in a manner consistent with prior years and shallwill, in respect of such Income Tax Returns, determine the income, gain, expenses, losses, deductions and credits of NEI or Aptus the Company in a manner consistent with prior practice. The results of operations of NEI or Aptus the Company from the first day of the taxable year through the Closing Date shall will be included in Seller's consolidated federal income tax return Income Tax Return and in any consolidated, combined or unitary Income Tax Returns required to be filed by Seller after the Closing Date. The results of operations of NEI or Aptus the Company from the first day of the taxable year through the Closing Date shall will be included in any separate Income Tax Returns filed by NEI or Aptus the Company after the Closing Date; provided, however, that Seller shall will prepare (without cost to Buyer, NEI Buyer or Aptusthe Company) all such separate Income Tax Returns for any Short Tax Period (but not for any Tax Period which includes or ends after the Closing Date) and submit them to BuyerBuyer (along with, if any Income Taxes are shown as due thereon and are not reflected in the Closing Balance Sheet, a check payable to the appropriate taxing authority), and Buyer shall will have all such separate Income Tax Returns appropriately executed and filed on a timely basis. With respect to any Income Tax Return to be prepared by Seller, Buyer shallwill, and shall will cause NEI or Aptus the Company to, provide to Seller information in a manner consistent with past practice for use in preparation of such Income Tax Returns, in each case, no later than sixty 60 days (60) after the relevant Tax Period ends. Notwithstanding the foregoing, Buyer shall will be responsible for preparing and filing all Income Tax Returns of NEI or Aptus the Company for Tax Periods not ending on or before the Closing Date, even if such Income Tax Returns cover Tax Periods prior to the Closing Date. Seller will assume from the Company any liability for Income Taxes for the Interim Tax Period to the extent such Income Taxes are not reflected in the Financial Statements. Refunds of Taxes for any periods up to and including the Closing Date will be paid by the Company to Seller to the extent that such refunds exceed any related refund receivable included in the Closing Date Balance Sheet.

Preparation and Filing of Income Tax Returns. Seller shall be -------------------------------------------- responsible, at its expense, for the preparation and filing of all Income Tax Returns for any Short Tax Period. Seller shall prepare such Income Tax Returns in a manner consistent with prior years and shall, in respect of such Income Tax Returns, determine the income, gain, expenses, losses, deductions and credits of NEI or Aptus the Company Entities in a manner consistent with prior practice. The results of operations of NEI or Aptus the Company Entities from the first day of the taxable year through the Closing Date shall be included in Seller's consolidated federal income tax return Income Tax Return and in any consolidated, combined or unitary Income Tax Returns required to be filed by Seller after the Closing Date. The results of operations of NEI or Aptus the Company Entities from the first day of the taxable year through the Closing Date shall be included in any separate Income Tax Returns filed by NEI or Aptus the Company Entities after the Closing Date; provided, however, that -------- ------- Seller shall prepare (without cost to Buyer, NEI Buyer or Aptusany Company Entity) all such separate Income Tax Returns for any Short Tax Period (but not for any Tax Period which includes or ends after the Closing Date) and submit them to Buyer, and Buyer shall have all such separate Income Tax Returns appropriately executed and filed on a timely basis. With respect to any Income Tax Return to be prepared by Seller, Buyer shall, and shall cause NEI or Aptus each Company Entity to, provide to Seller information in a manner consistent with past practice for use in preparation of such Income Tax Returns, in each case, no later than sixty 60 calendar days (60) after the relevant Tax Period ends. Notwithstanding Upon written notice from Seller stating that applicable Law for the foregoingjurisdiction in such notice specifically prohibits the Company Entities from treating the Closing Date as the last date of a Short Tax Period, Buyer shall be responsible for preparing and filing in such designated jurisdictions all Income Tax Returns of NEI or Aptus the Company Entities for Tax Periods commencing prior to the Closing Date and not ending on or before the Closing Date, even if such Income Tax Returns cover Periods prior to the Closing Date.

Preparation and Filing of Income Tax Returns. (i) The Seller shall be responsible, at its expense, for will include the preparation income of DFVC (including any deferred income triggered into income by Reg. 'SS'1.1502-13 and filing of all any excess loss accounts taken into income under Reg. 'SS'1.1502-19) on the Seller's federal consolidated or applicable consolidated or combined state or local Income Tax Returns for any Short Period. Seller shall prepare such return (collectively, "Consolidated Income Tax Returns in a manner consistent with prior years Returns") for all periods through the Closing Date and shall, in respect pay any Income Taxes attributable to such income. For purposes of preparing all such Consolidated Income Tax Returns, determine the income, gain, expenses, losses, deductions income of DFVC will be apportioned to the period up to and credits of NEI or Aptus in a manner consistent with prior practice. The results of operations of NEI or Aptus from the first day of the taxable year through including the Closing Date and the period after the Closing Date by closing the books of DFVC as of the end of the day on which the Closing occurs. (ii) The Seller shall prepare or cause to be included in Seller's consolidated federal income tax return prepared and in any consolidated, combined file or unitary Income Tax Returns required cause to be filed by Seller all Income Tax returns (other than Consolidated Income Tax Returns) for the Targets for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The results of operations of NEI or Aptus from the first day of Date and shall pay all Income Taxes attributable to the taxable year through the Closing Date income reported on such Income Tax returns. All such Income Tax returns shall be included in any separate Income Tax Returns filed by NEI or Aptus after the Closing Date; provided, however, that Seller shall prepare (without cost to Buyer, NEI or Aptus) all such separate Income Tax Returns for any Short Period (but not for any Period which includes or ends after the Closing Date) and submit them to Buyer, and Buyer shall have all such separate Income Tax Returns appropriately executed prepared and filed on a timely basis. With respect to any Income Tax Return to be prepared by Seller, Buyer shall, and shall cause NEI or Aptus to, provide to Seller information in a manner consistent with past practice of the Seller. (iii) The Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax returns (other than Consolidated Income Tax Returns) of the Targets for use in preparation of Tax periods which begin before the Closing Date and end after the Closing Date. The Buyer shall submit each such Income Tax Returns, in each case, no later than sixty return to the Seller for the Seller's review and approval at least 20 days (60) prior to the due date for filing such Income Tax return. The Seller shall pay to the Buyer within 10 days after the relevant Period ends. date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending at the end of the day on which the Closing occurs. (iv) Notwithstanding the foregoing, Buyer the Seller shall be responsible for preparing and filing all have no obligation to pay any Income Tax Returns Taxes of NEI or Aptus for Periods either Target that are attributable to any transaction not ending on or before in the Closing Date, even if such Income Tax Returns cover Periods prior ordinary course of business occurring subsequent to the Closing Date. For purposes of this Section 9(a), the income of the Targets will be apportioned to the period up to and including the end of the day on which the Closing occurs and the period thereafter by closing the books of the Targets as of the end of such day. Any credits relating to a Tax period that begins before and ends after the end of the day on which the Closing occurs shall be taken into account as though the relevant Tax period ended at the end of such day. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the respective Target.

Preparation and Filing of Income Tax Returns. (i) The Seller shall be responsible, at its expense, for will include the preparation income of DFVC (including any deferred income triggered into income by Reg. Section 1.1502-13 and filing of all any excess loss accounts taken into income under Reg. Section 1.1502-19) on the Seller's federal consolidated or applicable consolidated or combined state or local Income Tax Returns for any Short Period. Seller shall prepare such return (collectively, "Consolidated Income Tax Returns in a manner consistent with prior years Returns") for all periods through the Closing Date and shall, in respect pay any Income Taxes attributable to such income. For purposes of preparing all such Consolidated Income Tax Returns, determine the income, gain, expenses, losses, deductions income of DFVC will be apportioned to the period up to and credits of NEI or Aptus in a manner consistent with prior practice. The results of operations of NEI or Aptus from the first day of the taxable year through including the Closing Date and the period after the Closing Date by closing the books of DFVC as of the end of the day on which the Closing occurs. (ii) The Seller shall prepare or cause to be included in Seller's consolidated federal income tax return prepared and in any consolidated, combined file or unitary Income Tax Returns required cause to be filed by Seller all Income Tax returns (other than Consolidated Income Tax Returns) for the Targets for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The results of operations of NEI or Aptus from the first day of Date and shall pay all Income Taxes attributable to the taxable year through the Closing Date income reported on such Income Tax returns. All such Income Tax returns shall be included in any separate Income Tax Returns filed by NEI or Aptus after the Closing Date; provided, however, that Seller shall prepare (without cost to Buyer, NEI or Aptus) all such separate Income Tax Returns for any Short Period (but not for any Period which includes or ends after the Closing Date) and submit them to Buyer, and Buyer shall have all such separate Income Tax Returns appropriately executed prepared and filed on a timely basis. With respect to any Income Tax Return to be prepared by Seller, Buyer shall, and shall cause NEI or Aptus to, provide to Seller information in a manner consistent with past practice of the Seller. (iii) The Buyer shall prepare or cause to be prepared and file or cause to be filed any Income Tax returns (other than Consolidated Income Tax Returns) of the Targets for use in preparation of Tax periods which begin before the Closing Date and end after the Closing Date. The Buyer shall submit each such Income Tax Returns, in each case, no later than sixty return to the Seller for the Seller's review and approval at least 20 days (60) prior to the due date for filing such Income Tax return. The Seller shall pay to the Buyer within 10 days after the relevant Period ends. date on which Taxes are paid with respect to such periods an amount equal to the portion of such Taxes which relates to the portion of such Tax period ending at the end of the day on which the Closing occurs. (iv) Notwithstanding the foregoing, Buyer the Seller shall be responsible for preparing and filing all have no obligation to pay any Income Tax Returns Taxes of NEI or Aptus for Periods either Target that are attributable to any transaction not ending on or before in the Closing Date, even if such Income Tax Returns cover Periods prior ordinary course of business occurring subsequent to the Closing Date. For purposes of this Section 9(a), the income of the Targets will be apportioned to the period up to and including the end of the day on which the Closing occurs and the period thereafter by closing the books of the Targets as of the end of such day. Any credits relating to a Tax period that begins before and ends after the end of the day on which the Closing occurs shall be taken into account as though the relevant Tax period ended at the end of such day. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with the prior practice of the respective Target.

Preparation and Filing of Income Tax Returns. Seller Horn shall be responsible, at its his expense, for the preparation and filing of all Income Tax Returns of the Company for any Short Pre-Closing Tax Period other than an Interim Tax Period. Seller Horn shall prepare such Income Tax Returns in accordance with all Legal Requirements and in a manner consistent with prior years and shall, in respect of such Income Tax Returns, determine the income, gain, expenses, losses, deductions and credits of NEI or Aptus the Company in accordance with all Legal Requirements and in a manner consistent with prior practice. Horn shall submit all such Tax Returns to Parent for review. The results Company's federal income Tax Return for all Pre-Closing Tax Periods will be, consistent with the Company's past practices, prepared on a cash basis for Tax accounting purposes. Subject to Parent's approval of operations of NEI or Aptus from the first day such Tax Returns (which will not be unreasonably withheld), Horn shall be authorized and is hereby directed to execute and timely file such Tax Returns on behalf of the taxable year through the Closing Date shall be included in Seller's consolidated federal income tax return and in any consolidated, combined or unitary Income Tax Returns required to be filed by Seller after the Closing Date. The results of operations of NEI or Aptus from the first day of the taxable year through the Closing Date shall be included in any separate Income Tax Returns filed by NEI or Aptus after the Closing Date; provided, however, that Seller shall prepare (without cost to Buyer, NEI or Aptus) all such separate Income Tax Returns for any Short Period (but not for any Period which includes or ends after the Closing Date) and submit them to Buyer, and Buyer shall have all such separate Income Tax Returns appropriately executed and filed on a timely basisCompany. With respect to any Income Tax Return to be prepared by SellerHorn hereunder, Buyer shall, and Parent shall cause NEI or Aptus to, provide to Seller Horn as promptly as is practicable any information reasonably required by Horn to complete such Tax Returns, prepared in accordance with all Legal Requirements and in a manner consistent with past practice for use in preparation of such Income Tax Returns, in each case, no later than sixty days (60) after the relevant Period endsReturn. Notwithstanding the foregoing, Buyer Parent shall be responsible for preparing and filing all Income Tax Returns of NEI or Aptus the Company and the Surviving Corporation (referred to together in this Section 8.18 as the Company) for Periods Tax periods not ending on or before the Closing Date, even if such Income Tax Returns cover Periods prior to the Closing Dateperiods that include Interim Tax Periods.