Common use of Preparation and Filing of Returns; Payment of Taxes Clause in Contracts

Preparation and Filing of Returns; Payment of Taxes. (a) WRI shall include Westar and MCMC for all taxable periods of Westar and MCMC ending on or before the Closing Date in any consolidated, combined or unitary Income Tax Returns for which they are eligible to do so. WRI shall cause to be timely prepared and filed all such consolidated, combined or unitary Returns. NewCorp agrees to cooperate with WRI and its Affiliates in the preparation of the portions of such Returns pertaining to Westar and MCMC. For purposes of this Section 6.15(a), WRI shall treat (and shall cause Westar and MCMC to treat) the Closing Date as the last date of the taxable period of Westar and MCMC in which they shall be included in such Returns. WRI shall cause to be timely paid all Taxes to which such Returns relate for all periods covered by such Returns. (b) WRI shall cause to be timely prepared and filed all required Income Tax Returns of Westar and MCMC (other than those to be filed by WRI pursuant to paragraph (a) of this Section 6.15) for any period which ends on or before the Closing Date for which Income Tax Returns have not been filed as of the Closing Date. WRI shall pay all Taxes to which such Returns relate for all periods covered by such Returns (after taking into account any estimated Taxes paid prior to the Closing). (c) NewCorp shall cause to be timely prepared and filed, subject to review by WRI, all required Income Tax Returns of NewCorp, Westar and MCMC for any period which begins before and ends after the Closing Date (a "Straddle Period") and shall cause to be paid all Taxes with respect to the Returns to be caused to be filed by NewCorp pursuant to this Section 6.15(c). Such Taxes to be caused to be paid by NewCorp, to the extent attributable to the portion of a Straddle Period ending on the Closing Date, shall be referred to herein as "Pre-Closing Straddle Period Income Taxes." Except to the extent taken into account as a Current Liability in the calculation of the Closing Working Capital, WRI shall pay to NewCorp an amount equal to the Pre-Closing Straddle Period Income Taxes due with respect to any such Returns caused to be filed by NewCorp (after taking into account any estimated Taxes paid prior to the Closing). Such Pre-Closing Straddle Period Income Taxes shall be calculated as though the taxable year of NewCorp, Westar and MCMC terminated at the close of business on the Closing Date; provided, however, that, in the case of a franchise Tax not based on income, sales, receipts, or other transactions, Pre-Closing Straddle Period Income Taxes shall be equal to the amount of franchise Tax for the taxable year which would have been imposed if such Tax were determined based on the assets and liabilities of NewCorp, Westar and MCMC (as applicable) as of the Closing, multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable year through the Closing Date and the denominator of which shall be the number of days in the taxable year. Any amounts owed by WRI to NewCorp pursuant to this Section 6.15(c) shall be paid by WRI within five days of NewCorp's request therefor or five days prior to the date on which NewCorp is required to cause to be paid the related Tax liability, whichever is later. (d) To the extent permitted by applicable Law, all Returns prepared pursuant to this Section 6.15 shall be prepared in all material respects, and all elections with respect to such Returns shall be made, consistent with prior practice with respect to Westar and MCMC, except as may be mutually agreed by NewCorp and WRI. (e) NewCorp shall, with the assistance of WRI, prepare and file or cause to be prepared and filed all Returns with respect to Taxes described in Section 1.8.

Preparation and Filing of Returns; Payment of Taxes. (a) WRI Seller shall include Westar timely prepare and MCMC for all taxable periods of Westar and MCMC ending on file, or before the Closing Date in any consolidated, combined or unitary Income Tax Returns for which they are eligible to do so. WRI shall cause to be timely prepared and filed filed, on a basis consistent with past practice, all such consolidated, combined or unitary Returns. NewCorp agrees Tax Returns with respect to cooperate with WRI and its Affiliates in the preparation of the portions of such Returns pertaining to Westar and MCMC. For purposes of this Section 6.15(a), WRI shall treat (and shall cause Westar and MCMC to treat) the Closing Date as the last date of the Acquired Companies for any taxable period of Westar and MCMC in which they shall be included in such Returns. WRI shall cause to be timely paid all Taxes to which such Returns relate for all periods covered by such Returns. (b) WRI shall cause to be timely prepared and filed all required Income Tax Returns of Westar and MCMC (other than those to be filed by WRI pursuant to paragraph (a) of this Section 6.15) for any period which that ends on or before the Closing Date for which Income Date. Subject to Section 9.04, Seller shall timely pay or cause to be paid any Taxes shown on such Tax Returns have not been filed as owing. (b) Seller shall timely prepare and file, or cause to be prepared and filed, on a basis consistent with past practice, all Tax Returns with respect to any affiliated, consolidated, combined or unitary group of which any of the Closing DateAcquired Companies is a member for any Straddle Period. WRI Subject to Section 9.04, Seller shall timely pay all or cause to be paid any Taxes to which shown on such Tax Returns relate for all periods covered by such Returns (after taking into account any estimated Taxes paid prior to the Closing)as owing. (c) NewCorp Except as provided in Section 7.01(b), Purchaser shall timely prepare, or cause to be timely prepared and filedprepared, subject to review by WRIon a basis consistent with past practice, all required Income Tax Returns of NewCorp, Westar and MCMC for any period which begins before and ends after the Closing Date (a "Straddle Period") and shall cause to be paid all Taxes with respect to the Acquired Companies for any Straddle Period and shall present such Tax Returns to be caused to be filed by NewCorp pursuant to this Section 6.15(c). Such Taxes to be caused to be paid by NewCorp, to the extent attributable to the portion of a Straddle Period ending on the Closing Date, shall be referred to herein as "Pre-Closing Straddle Period Income Taxes." Except to the extent taken into account as a Current Liability in the calculation of the Closing Working Capital, WRI shall pay to NewCorp an amount equal to the Pre-Closing Straddle Period Income Taxes due with respect to any such Returns caused to be filed by NewCorp Seller for review at least 30 days (after taking into account any estimated Taxes paid prior to the Closing). Such Pre-Closing Straddle Period Income Taxes shall be calculated as though the taxable year of NewCorp, Westar and MCMC terminated at the close of business on the Closing Date; provided, however, that, or 10 days in the case of a franchise such Tax Returns that are required to be filed more frequently than annually) before the date on which such Tax Returns are required to be filed. Purchaser shall not based on incomefile such Tax Returns without the written consent of Seller, sales, receipts, which consent shall not be unreasonably withheld or other transactions, Pre-Closing Straddle Period Income Taxes delayed. Seller shall be equal to pay Purchaser the amount of franchise Tax for the taxable year which would have been imposed if any Taxes shown on such Tax were determined based on the assets and liabilities of NewCorpReturns for which Seller is responsible under Section 9.04, Westar and MCMC (as applicable) as of the Closing, multiplied by a fraction, the numerator of which shall such payment to be the number of days from the beginning of the taxable year through the Closing Date and the denominator of which shall be the number of days in the taxable year. Any amounts owed by WRI to NewCorp pursuant to this Section 6.15(c) shall be paid by WRI within five days of NewCorp's request therefor or five made at least 5 days prior to the date on which NewCorp is the Tax Returns relating to such Taxes are required to be filed. Promptly upon receiving the written consent of Seller (and any amounts for which Seller is responsible pursuant to the immediately preceding sentence), Purchaser shall file, or cause to be filed, such Tax Returns and pay or cause to be paid the related any Taxes shown on such Tax liability, whichever is laterReturns as owing. (d) To the extent permitted by applicable Law, all Returns prepared pursuant to this Section 6.15 Purchaser shall be prepared in all material respects, and all elections with respect to such Returns shall be made, consistent with prior practice with respect to Westar and MCMC, except as may be mutually agreed by NewCorp and WRI. (e) NewCorp shall, with the assistance of WRI, prepare and file file, or cause to be prepared and filed filed, all Tax Returns with respect to the Acquired Companies for any taxable period that begins after the Closing Date. Subject to Section 9.04, Purchaser shall timely pay any Taxes described in Section 1.8shown on such Tax Returns as owing.

Preparation and Filing of Returns; Payment of Taxes. (a) WRI Seller shall include Westar timely prepare and MCMC for all taxable periods of Westar and MCMC ending on file, or before the Closing Date in any consolidated, combined or unitary Income Tax Returns for which they are eligible to do so. WRI shall cause to be timely prepared and filed filed, on a basis consistent with past practice, all such consolidated, combined or unitary Returns. NewCorp agrees income Tax Returns with respect to cooperate with WRI and its Affiliates in the preparation of the portions of such Returns pertaining to Westar and MCMC. For purposes of this Section 6.15(a), WRI shall treat Acquired Companies for (and shall cause Westar and MCMC to treati) the Closing Date as the last date of the any taxable period of Westar and MCMC in which they shall be included in such Returns. WRI shall cause to be timely paid all Taxes to which such Returns relate for all periods covered by such Returns. (b) WRI shall cause to be timely prepared and filed all required Income Tax Returns of Westar and MCMC (other than those to be filed by WRI pursuant to paragraph (a) of this Section 6.15) for any period which that ends on or before the Closing Date for which Income or (ii) any Straddle Period, to the extent such Tax Returns have not been are required to be filed by Seller or any of its Affiliates (other than the Acquired Companies). Subject to any available indemnification pursuant to Section 9.04(b), Seller shall timely pay or cause to be paid any Taxes shown on such Tax Returns as owing, except to the extent there is a reserve for such Tax liability that was specifically established and identified on the face of the balance sheet of an Acquired Company (rather than in any notes thereto) on the Closing Date. WRI Without limiting the foregoing, for all taxable periods ending on or before the Closing Date, Seller shall (i) cause Univision Music Inc. and its U.S. Subsidiaries to join in Seller’s consolidated federal income Tax Return and, in jurisdictions requiring separate reporting from Seller, to file separate company state and local income Tax Returns, (ii) include the income of Univision Music Inc. and its U.S. Subsidiaries (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on Seller’s consolidated federal income Tax Returns and (iii) timely pay any federal income Taxes attributable to such income. (b) Except as provided in Section 7.01(a), following the Closing, Purchaser shall timely prepare, or cause to be prepared, on a basis consistent with past practice, all Taxes Tax Returns with respect to the Acquired Companies for any (i) taxable period that ends on or before the Closing Date or (ii) Straddle Period. Purchaser shall present drafts of such Tax Returns to Seller for review at least thirty (30) days (or ten (10) days in the case of such Tax Returns that are required to be filed more frequently than annually) before the date on which such Tax Returns relate for all periods covered by such Returns are required to be filed (after taking into account all extensions). Seller shall notify the Buyer of any estimated Taxes paid prior reasonable proposed revisions to such draft Tax Returns (or the Closing). absence thereof) in writing within fifteen (c15) NewCorp days (or three (3) days in the case of such Tax Returns that are required to be filed more frequently than annually) after receipt of such draft Tax Returns from the Buyer; provided, that Seller’s failure to respond in writing within such time period shall conclusively be deemed as consent for Purchaser to file, or cause to be timely prepared and filed, subject to review by WRI, all required Income such Tax Returns without any further revisions. Seller and Purchaser shall agree to attempt to resolve in good faith any dispute concerning the reporting of NewCorpany item on any such Tax Return. Promptly upon receiving the written or deemed consent of Seller, Westar and MCMC for Purchaser shall file, or cause to be filed, such Tax Returns. Subject to any period which begins before and ends after the Closing Date (a "Straddle Period") and available indemnification pursuant to Section 9.04(a), Purchaser shall timely pay or cause to be paid all any Taxes with respect to the Returns to be caused to be filed by NewCorp pursuant to this Section 6.15(c). Such Taxes to be caused to be paid by NewCorp, to the extent attributable to the portion of a Straddle Period ending shown on the Closing Date, shall be referred to herein as "Pre-Closing Straddle Period Income Taxes." Except to the extent taken into account as a Current Liability in the calculation of the Closing Working Capital, WRI shall pay to NewCorp an amount equal to the Pre-Closing Straddle Period Income Taxes due with respect to any such Returns caused to be filed by NewCorp (after taking into account any estimated Taxes paid prior to the Closing). Such Pre-Closing Straddle Period Income Taxes shall be calculated as though the taxable year of NewCorp, Westar and MCMC terminated at the close of business on the Closing Date; provided, however, that, in the case of a franchise Tax not based on income, sales, receipts, or other transactions, Pre-Closing Straddle Period Income Taxes shall be equal to the amount of franchise Tax for the taxable year which would have been imposed if such Tax were determined based on the assets and liabilities of NewCorp, Westar and MCMC (Returns as applicable) as of the Closing, multiplied by a fraction, the numerator of which shall be the number of days from the beginning of the taxable year through the Closing Date and the denominator of which shall be the number of days in the taxable year. Any amounts owed by WRI to NewCorp pursuant to this Section 6.15(c) shall be paid by WRI within five days of NewCorp's request therefor or five days prior to the date on which NewCorp is required to cause to be paid the related Tax liability, whichever is laterowing. (d) To the extent permitted by applicable Law, all Returns prepared pursuant to this Section 6.15 shall be prepared in all material respects, and all elections with respect to such Returns shall be made, consistent with prior practice with respect to Westar and MCMC, except as may be mutually agreed by NewCorp and WRI. (e) NewCorp shall, with the assistance of WRI, prepare and file or cause to be prepared and filed all Returns with respect to Taxes described in Section 1.8.