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

Preparation and Filing of Tax Returns and Payment of Taxes. (a) Purchaser shall prepare and timely file or cause the Company to prepare and timely file all Tax Returns required by Law to be filed by the Company for all Straddle Periods (such Tax Returns, which shall specifically exclude any income Tax Return which reports the activities of the Company, the “Straddle Period Tax Returns”). Purchaser shall deliver drafts of all such Straddle Period Tax Returns to Seller for its review at least twenty (20) days prior to the due date of any such Tax Return (taking into account valid extensions) and shall notify Seller of Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. If Seller shall dispute any item on such Tax Return, it shall notify Purchaser (by written notice within ten (10) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof.

Preparation and Filing of Tax Returns and Payment of Taxes. (a) Purchaser shall prepare and timely file or cause the Company to prepare and timely file all Tax Returns required by Law to be filed by the Company for all Straddle Periods (such Tax Returns, which shall specifically exclude any income Tax Return which reports the activities of the Company, the “Straddle Period Tax Returns”). For the sake of clarity, such returns shall not include any income Tax returns that are required to be filed by Parent. Parent and Seller shall be liable for any income Taxes with respect to such returns. Purchaser shall deliver drafts of all such Straddle Period Tax Returns to Parent and Seller for its their review at least twenty (20) days prior to the due date of any such Tax Return (taking into account valid extensions) to the extent that such parties are liable for any Taxes shown on such Tax Returns and shall notify Parent and Seller of Purchaser’s calculation of Seller’s their share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Parent’s and Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to Parent’s and Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. If either of Parent or Seller shall dispute any item on such Tax Return, it shall notify Purchaser (by written notice within ten (10) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the basis for its objection. If Parent and Seller does do not object by written notice within such period, Purchaser’s calculation of Parent and Seller’s share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof. No later than five (5) Business Days prior to the due date for the filing of any Tax Return covering any period prior to Closing (giving effect to any extension), Parent or Seller shall pay the Company or Purchaser an amount equal to the portion of the Taxes for which they are liable pursuant to Section 9.1.

Preparation and Filing of Tax Returns and Payment of Taxes. (a) Purchaser Subject to the third sentence of this Section 9.3(a), the Sellers shall prepare and timely file (or cause the Company to prepare be prepared and timely file filed) all Tax Returns required by Law to be filed by the each Company and Subsidiary for all Straddle Pre-Closing Periods and shall pay or cause to be paid all Taxes due and payable in respect of such Tax Returns (such Tax Returns, which shall specifically exclude any income Tax Return which reports the activities of the Company, the “Straddle "Pre-Closing Period Tax Returns”"). Purchaser shall deliver drafts of all All such Straddle Pre-Closing Period Tax Returns shall be prepared and filed in a manner that is consistent with the prior practice of the Companies and the Subsidiaries, except as required by applicable Law and shall take into account the Section 338(h)(10) elections set forth in Section 9.5(d) hereof. If any such Pre-Closing Period Tax Returns are due after the Closing and if the Sellers are not authorized to Seller file such Pre-Closing Period Tax Returns by Law, the Sellers shall submit drafts of such returns to the Purchaser for its review at least twenty (20) days prior to the due date of any such Tax Return (taking into account valid extensions) and shall notify Seller of Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); Return, provided, however, that such drafts of any such Straddle Pre-Closing Period Tax Returns and such calculations of Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) Return shall be subject to Seller’s the Purchaser's review and approval, which approval shall not be unreasonably withheld or delayed. If Seller Subject to the provisions of the immediately preceding and succeeding sentences, if the Sellers are not authorized to file a Pre-Closing Period Tax Return by Law, Purchaser shall dispute any item timely file (or caused to be filed) such Pre-Closing Period Tax Return due after the Closing Date with the appropriate taxing authorities. The Sellers shall pay or cause to be paid all Taxes due and payable in respect of such Pre-Closing Period Tax Returns to the Purchaser no later than three (3) days prior to the due date of such Tax Return, and the Purchaser shall, in connection with its obligation to file (or cause to be filed) such Tax Return, pay (or cause to be paid) to the appropriate Tax authority the amount of Taxes shown to be due on such Tax Return, it shall notify . Purchaser (by written notice within ten (10) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the basis for its objection. If Seller does not object by written notice within such period, Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period shall be deemed liable for any penalties or interest as a result of their failure to have been accepted and agreed upon, and final and conclusive, for all purposes hereoftimely file any Tax Returns pursuant to this Section 9.3 (except to the extent such failure is a direct result of a failure of Sellers to perform hereunder).

Preparation and Filing of Tax Returns and Payment of Taxes. (ai) Purchaser The Company shall prepare and timely file or cause the Company to prepare and timely file be prepared all Tax Returns required by Law to be filed by of the Company Acquired Companies for all Straddle Periods Tax periods ending on or before the Closing Date (the “Pre-Closing Tax Periods”). All such Tax Returns shall be prepared in a manner consistent with prior practice, unless such prior practice is not in accordance with applicable Legal Requirements. In preparing such Tax Returns, which the Company shall specifically exclude make or cause to be made the safe harbor election described in IRS Revenue Procedure 2011-29 with respect to any income Tax Return which reports “success-based fee” described in Treasury Regulation Section 1.263(a)-5(f) relating to the activities of the Company, the “Straddle Period Tax Returns”)Contemplated Transactions. Purchaser shall deliver drafts of all such Straddle Period Tax Returns to Seller for its review at At least twenty (20) days prior to 20 Business Days before the due date of any such Tax Return (taking into account valid extensions) and all extensions granted), the Company shall notify deliver or cause to be delivered to the Seller of Purchaser’s calculation of Seller’s share of the Taxes for Representative all such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to SellerSeller Representative’s review and approval, which approval shall not be unreasonably withheld or delayedprior to filing. If Seller shall dispute any item on Within 5 Business Days after receiving a copy of each such Tax Return, it Seller Representative shall notify Purchaser (by written the Company whether or not it has any reasonable objections to such Tax Return or the contents thereof. If the Seller Representative objects to the Company’s proposed Tax Return and/or the contents thereof, Seller Representative shall provide a notice within ten (10) days of receipt of Purchaser’s calculation) of such disputed item (or items) and objection together with a statement describing in reasonable detail the basis for its objectionsuch objection within such 10 days after receiving such Tax Return. The Company will make such changes to such Tax Return as the Seller Representative reasonably determines necessary or appropriate, but only to the extent that such changes are in accordance with applicable Legal Requirements and consistent with prior Company practice. If Seller does Representative and the Company cannot object by written notice resolve the dispute regarding the proposed Tax Return and/or the contents thereof, the Independent Accountant shall resolve such dispute within a reasonable time, taking into account the deadline for filing such period, Purchaser’s calculation of Seller’s share Tax Return. Such resolution shall be binding on each of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed uponparties hereto, and final Sellers, collectively, on one hand, and conclusivethe Company, for all purposes hereof.on the other hand, shall each pay one-half of the cost of the

Preparation and Filing of Tax Returns and Payment of Taxes. (a) Purchaser shall prepare and timely file or cause the Company Companies to prepare and timely file all Tax Returns required by Law to be filed by the Company such entities for all Straddle Periods (such Tax Returns, which shall specifically exclude any income Tax Return which reports the activities of the CompanyCompanies, the “"Straddle Period Tax Returns”"). Purchaser shall deliver drafts of all such Straddle Period Tax Returns to Parent and Seller for its their review at least twenty (20) days prior to the due date of any such Tax Return (taking into account valid extensions) and shall notify Parent and Seller of Purchaser’s 's calculation of Seller’s their share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Parent and Seller’s 's share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to Parent and Seller’s 's review and approval, which approval shall not be unreasonably withheld or delayed. If Parent or Seller shall dispute any item on such Tax Return, it shall notify Purchaser (by written notice within ten (10) days of receipt of Purchaser’s 's calculation) of such disputed item (or items) and the basis for its objection. If Parent and Seller does do not object by written notice within such period, Purchaser’s 's calculation of Parent and Seller’s 's share of the Taxes for such Straddle Period shall be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof.

Preparation and Filing of Tax Returns and Payment of Taxes. (a) To the extent not filed prior to the Closing Date, Purchaser shall prepare and timely file (or cause the Company to prepare and timely file be prepared) all Tax Returns required by Law to be filed by of the Company and the Company Subsidiaries for all Straddle Periods any taxable period ending on or 62 before the Closing Date (including the consolidated Federal income Tax of the affiliated group (within the meaning of Section 1504 of the Code) of which the Company is the common parent and any similar state or local Tax Returns) (each such period, a “Pre-Closing Period” and such Tax Returns, which shall specifically exclude the “Pre-Closing Tax Returns”) and for any income taxable period beginning on or before and ending after the Closing Date (each such period, a “Straddle Period” and such Tax Return which reports the activities of the CompanyReturns, the “Straddle Period Tax Returns”). Purchaser shall deliver drafts of all such Straddle Period All Pre-Closing Tax Returns shall be prepared in a manner that is consistent in all material respects with the prior practice of the Company and the Company Subsidiaries, except as required by applicable Law. With respect to Seller for its review at least twenty (20) any Tax Return to be filed by Purchaser pursuant to this Section 7.3, no later than 45 days prior to the due date of any such Tax Return (taking into account any valid extensionsextensions thereof) and shall notify Seller (“Due Date”) for the filing of Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period (determined in accordance with Section 9.1(b)); provided, however, that such drafts of any such Straddle Period Tax Returns and such calculations of Seller’s share of the Tax Liability for such Straddle Period (determined in accordance with Section 9.1(b)) shall be subject to Seller’s review and approval, which approval shall not be unreasonably withheld or delayed. If Seller shall dispute any item on such Tax Return, it Purchaser shall notify Purchaser (submit, or cause to be submitted, a draft of such Tax Return to Seller for its review, including, in the case of any Straddle Tax Return, calculations of the Taxes allocated to Seller pursuant to Section 7.4. Within 20 days following Seller’s receipt of the draft of such Tax Return, Seller shall have the right reasonably to object by written notice within ten (10) days of receipt of Purchaser’s calculation) of to Purchaser to the information contained in such disputed item (or items) Tax Return and the basis for its objectioncalculations. If Seller does not so object by written notice within such time period, Purchaser’s calculation of Seller’s share of the Taxes for such Straddle Period Tax Return and calculations shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 7.3. If Seller objects to such Tax Return and calculations, it shall notify Purchaser of such disputed item (or items) and the basis of its objection in reasonable detail (in such written notice), and Purchaser and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If Purchaser and Seller cannot reach agreement regarding such dispute, the dispute shall be presented to the Accountants selected in accordance with the provisions set forth in Section 1.4(c), whose determination that Seller’s position is “more likely than not” to prevail shall bind both Purchaser and Seller (and Seller’s position shall be used if it “is more likely than not” to prevail; provided, however, that Purchaser and Seller shall require the Accountants to make a determination that Seller’s position “is more likely than not” to prevail within 10 days but in no event later than 5 days prior to the Due Date for the filing of such Tax Return. No later than 3 days prior to the Due Date of any Tax Return to be filed by Purchaser pursuant to this Section 7.3, Seller shall pay to Purchaser, in immediately available funds, that amount of the total liability for Taxes shown to be due and payable on such Tax Return allocated to Seller pursuant to Section 7.4 as finally determined pursuant to this Section 7.3. Subject to the immediately preceding two sentences, Purchaser shall cause the Company or applicable Company Subsidiary (as the case may be) to timely and duly file such Pre-Closing or Straddle Tax Return and to timely pay to the applicable Tax Authority an amount equal to the total liability for Taxes shown to be due and payable on such Tax Return. Seller shall be responsible for the reasonable out-of-pocket costs and expenses of Purchaser Indemnitees incurred in connection with the preparation and filing of all purposes hereofPre-Closing or Straddle Tax Returns; provided, however, that all costs and expenses of the Accountants shall be paid fifty percent by Purchaser and fifty percent by Seller.