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 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. 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.