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

Preparation and Filing of Tax Returns; Payment of Taxes. a. LTC shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC Group and any member or members thereof for all taxable years and periods ending on or before the Closing Date; and (ii) all federal and state Income and Other Tax Returns of LTC for all taxable years and periods beginning after the Closing Date. LTC shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Assets for all taxable years and periods. b. Healthcare shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities, all federal and state Income and Other Tax Returns of the Healthcare Group and any member or members thereof for taxable years and periods beginning after the Closing Date. Healthcare shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (b). Healthcare shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the Healthcare Assets for all taxable years and periods.

Preparation and Filing of Tax Returns; Payment of Taxes. a. LTC PEI shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC PEI Group and any member or members thereof for all taxable years and periods ending on or before the Closing DateAugust 31, 1997; and (ii) all federal and state Income and Other Tax Returns of LTC PEI for all taxable years and periods beginning after the Closing DateAugust 31, 1997. LTC PEI shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC ) and shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Assets for all taxable years and periodsperiods covered by such Tax Returns. b. Healthcare PriceSmart shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities, all federal and state Income and Other Tax Returns of the Healthcare PriceSmart Group and any member or members thereof for taxable years and periods beginning after the Closing DateAugust 31, 1997. Healthcare PriceSmart shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (b). Healthcare ) and shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the Healthcare Assets for all taxable years and periodsperiods covered by such Tax Returns.

Preparation and Filing of Tax Returns; Payment of Taxes. a. LTC Excel shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC Excel Group and any member or members thereof for all taxable years and periods ending on or before the Closing Date; and (ii) all federal and state Income and Other Tax Returns of LTC Excel for all taxable years and periods beginning after the Closing Date. LTC Excel shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC Excel shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Excel Assets for all taxable years and periods. b. Healthcare Legacy shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities, all federal and state Income and Other Tax Returns of the Healthcare Legacy Group and any member or members thereof for taxable years and periods beginning after the Closing Date. Healthcare Legacy shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (b). Healthcare Legacy shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the Healthcare Legacy Assets for all taxable years and periods.

Preparation and Filing of Tax Returns; Payment of Taxes. a. LTC ERC shall prepare and timely file, ; or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC ERC Group and any member or members thereof for all taxable years and periods ending on or before the Closing Date; and (ii) all federal and state Income and Other Tax Returns of LTC ERC for all taxable years and periods beginning after the Closing Date. LTC ERC shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC ERC shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Assets ERC Group for all taxable years and periods. b. Healthcare Evercel shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities, all federal and state Income and Other Tax Returns of the Healthcare Group and any member or members thereof Evercel for taxable years and periods beginning after the Closing Date. Healthcare Evercel shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (b). Healthcare Evercel shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the Healthcare Assets Evercel for all taxable years and periodsperiods beginning after the Closing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. a. LTC A. Excel shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities (i) all federal and state Income and Other Tax Returns of the LTC Excel Group and any member or members thereof for all taxable years and periods ending on or before the Closing Date; and (ii) all federal and state Income and Other Tax Returns of LTC Excel for all taxable years and periods beginning after the Closing Date. LTC Excel shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (a). LTC Excel shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the LTC Excel Assets for all taxable years and periods. b. Healthcare B. Legacy shall prepare and timely file, or cause to be prepared and timely filed, with the appropriate Taxing Authorities, all federal and state Income and Other Tax Returns of the Healthcare Legacy Group and any member or members thereof for taxable years and periods beginning after the Closing Date. Healthcare Legacy shall pay, or cause to be paid, all Taxes due with respect to Tax Returns described in this subsection (b). Healthcare Legacy shall be entitled to all Tax refunds received or receivable with respect to any and all Income and Other Taxes attributable to the Healthcare Legacy Assets for all taxable years and periods.