Common use of Preparation and Filing of Returns Clause in Contracts

Preparation and Filing of Returns. If one or both of the Sellers elects to sell its Membership Interests in the manner set forth in Section 4.2(k), the Sellers shall prepare, or cause to be prepared, a good faith estimate of the federal and state taxable income of the Company, as if the current taxable year of the Company ended on the close of business on the Closing Date, which good faith estimate shall be reviewed by and consented to by Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. Such good faith estimate of federal and state taxable income of the Company shall serve as the basis for determining the amount of federal and state taxable income allocable to each Seller for the period ending on the Closing Date. Sellers shall prepare and timely file or shall cause to be prepared and timely filed all federal, state, local and foreign Returns in respect of the Company, its assets, or its activities that (1) are required to be filed on or before the Closing Date or (2) are required to be filed after the Closing Date and which are with respect to Income Taxes for any tax period ending on or before the Closing Date (a “Pre-Closing Period”). Purchaser shall prepare or cause to be prepared and shall file or cause to be filed all other Returns required to be filed by the Company for any tax period ending on or before the Closing Date and for any Straddle Period. Any such Returns that include periods ending on or before the Closing Date or that include the activities of the Company prior to the Closing Date shall, insofar as they relate to the Company, be on a basis consistent with the last previous such Returns filed in respect of the Company, unless Sellers or the Purchaser, as the case may be, concludes that there is no substantial authority for such position. Any dispute regarding the content of any Return filed pursuant to this Section 7.7 shall be resolved by the Arbitrating Accountant substantially in the manner set forth in Section 2.5 hereof. Without the prior written consent of both Sellers, neither Purchaser nor the Company shall file any amended Returns or extend the statute of limitations on assessment or collection of Tax for any periods for or in respect of the Company with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Returns pursuant to this Section 7.7(a).

Preparation and Filing of Returns. If one or both of (i) The Company's S Corporation Election shall terminate on the Sellers elects to sell its Membership Interests in Funding and Consummation Date and the manner set forth in Section 4.2(k), the Sellers Company shall prepare, or cause to be prepared, have a good faith estimate of the federal and state taxable income of the Company, as if the current short taxable year as an S corporation (the "S Corporation Short Year") ending as of the Company ended on the close of business on the Closing day immediately preceding the Funding and Consummation Date and a short taxable year as a C corporation (the "C Corporation Short Year") beginning on the Funding and Consummation Date. For purposes of allocating income, which good faith estimate shall be reviewed by gain, loss and consented to by Purchaserdeduction of the Company between its S Corporation Short Year and its C Corporation Short Year, such consent not to be unreasonably withheld, conditioned or delayed. Such good faith estimate of federal and state taxable income the books of the Company shall serve be closed as of the basis for determining the amount close of federal and state taxable income allocable to each Seller for the period ending business on the Closing Date. Sellers day immediately preceding the Funding and Consummation Date and the Company shall prepare make the election described in Code Section 1362(e)(3) and shall obtain the consent of all necessary stockholders unless such election is unnecessary by reason of Code Section 1362(e)(6)(D). (ii) QSI shall duly, accurately and timely (with regard to any duly granted extension) file or shall cause to be prepared and timely filed all federal, state, local and foreign income Returns in respect of the Company, its assets, or its activities that (1) are required to be filed on or before for the Closing Date or (2) are S Corporation Short Year and shall timely furnish to Stockholder a copy thereof together with all other information required to be filed after furnished to Stockholder in respect thereof. Stockholder shall be permitted a period of at least thirty (30) days prior to the Closing Date filing of any such Return, to review and which are comment on such Return. (iii) The Company shall duly, accurately and timely (with respect regard to Income Taxes for any tax period ending on or before the Closing Date (a “Pre-Closing Period”). Purchaser shall prepare or cause to be prepared and shall duly granted extension) file or cause to be filed all Returns other than the Returns described in Section 9.3 hereof, required to be filed by the Company for any tax period ending on or before the Closing Date and for any Straddle Period. Any such Returns that include taxable periods ending on or before the Closing Date day immediately preceding the Funding and Consummation Date. (iv) QSI shall duly, accurately and timely (with regard to any duly granted extension) file or that include cause to be filed all Returns required to be filed for all taxable periods ending on or after the activities Funding and Consummation Date. (v) Each party hereto shall, and shall cause its subsidiaries and affiliates to, provide to each of the Company prior other parties hereto such cooperation and information as any of them reasonably may request in filing any Return, amended Return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. Such cooperation and information shall include providing copies of all relevant portions of relevant Returns, together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by taxing authorities and relevant records concerning the ownership and Tax basis of property, which such party may possess. Each party shall make its employees reasonably available on a mutually convenient basis at its cost to provide explanation of any documents or information so provided. Subject to the Closing Date shallpreceding sentence, insofar as they relate each party required to the Company, be on a basis consistent with the last previous file Returns pursuant to this Agreement shall bear all costs of filing such Returns filed in respect Returns. (vi) Each of the Company, unless Sellers or QSI and Stockholder shall comply with the Purchaser, as the case may be, concludes that there is no substantial authority for such position. Any dispute regarding the content tax reporting requirements of any Return filed pursuant to this Section 7.7 shall be resolved by the Arbitrating Accountant substantially in the manner set forth in Section 2.5 hereof. Without the prior written consent of both Sellers, neither Purchaser nor the Company shall file any amended Returns or extend the statute of limitations on assessment or collection of Tax for any periods for or in respect 1.351-3 of the Company with respect Treasury Regulations promulgated under the Code, and treat the transaction as a transfer to which Purchaser is not obligated to prepare or cause to be prepared a controlled corporation under Section 351(a) of the original such Returns pursuant to this Section 7.7(a)Code.

Preparation and Filing of Returns. If one or both of (i) The Company's S Corporation Election shall terminate on the Sellers elects to sell its Membership Interests in Funding and Consummation Date and the manner set forth in Section 4.2(k), the Sellers Company shall prepare, or cause to be prepared, have a good faith estimate of the federal and state taxable income of the Company, as if the current short taxable year as an S corporation (the "S Corporation Short Year") ending as of the Company ended on the close of business on the Closing day immediately preceding the Funding and Consummation Date and a short taxable year as a C corporation (the "C Corporation Short Year") beginning on the Funding and Consummation Date. For purposes of allocating income, which good faith estimate shall be reviewed by gain, loss and consented to by Purchaserdeduction of the Company between its S Corporation Short Year and its C Corporation Short Year, such consent not to be unreasonably withheld, conditioned or delayed. Such good faith estimate of federal and state taxable income the books of the Company shall serve be closed as of the basis for determining the amount close of federal and state taxable income allocable to each Seller for the period ending business on the Closing Date. Sellers day immediately preceding the Funding and Consummation Date and the Company shall prepare make the election described in Code Section 1362(e)(3) and shall obtain the consent of all necessary stockholders unless such election is unnecessary by reason of Code Section 1362(e)(6)(D). (ii) QSI shall duly, accurately and timely (with regard to any duly granted extension) file or shall cause to be prepared and timely filed all federal, state, local and foreign income Returns in respect of the Company, its assets, or its activities that (1) are required to be filed on or before for the Closing Date or (2) are S Corporation Short Year and shall timely furnish to each Stockholder a copy thereof together with all other information required to be filed after furnished to each Stockholder in respect thereof. Each Stockholder shall be permitted a period of at least thirty (30) days prior to the Closing Date filing of any such Return, to review and which are comment on such Return. (iii) The Company shall duly, accurately and timely (with respect regard to Income Taxes for any tax period ending on or before the Closing Date (a “Pre-Closing Period”). Purchaser shall prepare or cause to be prepared and shall duly granted extension) file or cause to be filed all Returns other than the Returns described in Section 9.3 hereof, required to be filed by the Company for any tax period ending on or before the Closing Date and for any Straddle Period. Any such Returns that include taxable periods ending on or before the Closing Date or that include day immediately preceding the activities of the Company prior Funding and Consummation Date. (iv) QSI shall duly, accurately and timely (with regard to the Closing Date shall, insofar as they relate to the Company, be on a basis consistent with the last previous such Returns filed in respect of the Company, unless Sellers or the Purchaser, as the case may be, concludes that there is no substantial authority for such position. Any dispute regarding the content of any Return filed pursuant to this Section 7.7 shall be resolved by the Arbitrating Accountant substantially in the manner set forth in Section 2.5 hereof. Without the prior written consent of both Sellers, neither Purchaser nor the Company shall duly granted extension) file any amended Returns or extend the statute of limitations on assessment or collection of Tax for any periods for or in respect of the Company with respect to which Purchaser is not obligated to prepare or cause to be prepared filed all Returns required to be filed for all taxable periods ending on or after the original such Returns pursuant to this Section 7.7(a)Funding and Consummation Date.

Preparation and Filing of Returns. If one or both of the Sellers elects to sell its Membership Interests in the manner set forth in Section 4.2(k), the Sellers The Company shall prepare, file or cause to be prepared, a good faith estimate of the federal and state taxable income of the Company, as if the current taxable year of the Company ended on the close of business on the Closing Date, which good faith estimate shall be reviewed by and consented to by Purchaser, such consent not to be unreasonably withheld, conditioned or delayed. Such good faith estimate of federal and state taxable income of the Company shall serve as the basis for determining the amount of federal and state taxable income allocable to each Seller for the period ending on the Closing Date. Sellers shall prepare and timely file or shall cause to be prepared and timely filed when due all federal, state, local and foreign Returns in respect of the Company, its assets, or its activities that (1) are required to be filed by or with respect to the Company and the Company Subsidiary on or before prior to the Closing Date. Brooxx xxxll file or cause to be filed when due all Returns that are required to be filed by or with respect to the Company and the Company Subsidiary subsequent to the Closing Date. With respect to any Taxable period ending on or prior to the Closing Date or (2) are for which a Return is required to be filed after the Closing Date and which are with respect to Income Taxes for any tax period ending on or before the Closing Date (a “Pre-Closing Period”). Purchaser shall Date, Brooxx xxxll prepare or cause to be prepared and shall file or cause to be filed all other Returns required to be filed by the Company for any tax period ending on or before the Closing Date and for any Straddle Period. Any such Returns that include periods ending on or before the Closing Date or that include the activities of the Company and the Company Subsidiary and shall provide to the Shareholder Representatives, at least thirty (30) business days prior to the Closing Date shalldue date, insofar as they relate to including any extensions, for the Companyfiling thereof, be on a basis consistent with the last previous such Returns filed in respect together with such Tax information and material relevant to such Returns, including schedules and work papers. Following receipt of any Returns prepared by Brooxx, xx the Shareholder Representatives dispute any of the Companyinformation contained in such Returns, unless Sellers or the PurchaserShareholder Representatives shall promptly notify Brooxx. Xxe parties shall cooperate to resolve promptly any such dispute, as and Company Shareholders and Brooxx shall be responsible for their respective professional fees and expenses incurred in connection therewith. In the case may beevent that the parties are not able to promptly resolve any such dispute, concludes that there is no substantial authority for such position. Any the dispute regarding the content of any Return filed pursuant to this Section 7.7 shall be resolved by the Arbitrating Accountant substantially in following procedures: Brooxx xxx the manner Shareholder Representatives shall settle such dispute by retaining a nationally-recognized accounting firm other than any Company Shareholder's, Brooxx' xx the Company's auditors to resolve such dispute. The determination of such accounting firm will be set forth in Section 2.5 hereof. Without the prior written consent of both Sellers, neither Purchaser nor the Company writing and shall file any amended Returns or extend the statute of limitations on assessment or collection of Tax for any periods for or in respect be issued within fifteen (15) days of the date such accounting firm is retained. Any decision by such accounting firm shall be final and binding upon the parties, absent fraud or manifest error, and judgment may be entered thereon, upon the application of either party, by any court having competent jurisdiction. Each party shall bear the cost of preparing and presenting its case; and the fees and expenses of such accounting firm will be shared equally by Brooxx xxx Company with respect to which Purchaser is not obligated to prepare or cause to be prepared the original such Returns pursuant to this Section 7.7(a)Shareholders.