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) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date. (b) Except as provided in Section 10.1(a), the Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including Tax Returns which were required to be filed before the Closing but were not filed and all other Tax Returns with respect to the Company or any Consolidated Subsidiary or in respect of their businesses, assets or operations. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that the Seller shall, within fifteen (15) calendar days after receipt of written notification that such a payment was made by the Buyer, reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending (or deemed pursuant to Section 10.3(b) to end) on or before the Closing Date to the extent such portion of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet. (c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous filed Tax Return (if any) if the previous Tax Return was prepared consistent with applicable Tax rules and regulations, and the Buyer shall consult with the Seller concerning each such Tax Return.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Seller Parent shall prepare and timely file (or cause to be timely prepared and filed when due timely filed) all (A) Tax Returns of the Company (other than those relating to Transfer Taxes, which are addressed by Section 5.14(g) and each Subsidiary required to be filed (taking into account extensionsParent Consolidated Tax Returns) for taxable periods ending on or prior to the Closing Date. (b) Except as provided in Section 10.1(a), the Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including Tax Returns which were required to be filed before the Closing but were not filed and all other Tax Returns Date with respect to the Company or any Consolidated Subsidiary Business Companies or in respect of their businesses, assets or operationsthe Business; and (B) all Parent Consolidated Tax Returns. The Buyer shall make all payments required with respect to any All such Tax Returns; provided, however, that the Seller shall, within fifteen (15Returns described in this Section 5.14(a)(i) calendar days after receipt of written notification that such a payment was made by the Buyer, reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending (or deemed pursuant to Section 10.3(b) to end) on or before the Closing Date to the extent such portion of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet. (c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with past practice, unless otherwise required by applicable Law or except as otherwise provided herein (and provided that the last previous requirement that Parent Consolidated Tax Returns be filed in a manner consistent with past practice shall apply only with respect to matters that could reasonably be expected to have a material effect on Buyer or its Affiliates). All Tax Returns described in the foregoing clause (A) that are required to be filed after the Closing Date or that could reasonably be expected to give rise to a liability that Buyer or its Affiliates would be required to pay under applicable Law or the terms of this Agreement shall be delivered to Buyer (together with additional information Buyer may reasonably request) for its review and approval (not to be unreasonably withheld, conditioned or delayed) at least twenty (20) days prior to the due date thereof (or, if such deadline is not reasonably practical considering the circumstances of the applicable Tax Return, as soon as reasonably practical). Parent shall pay (or cause to be paid) all Taxes for which it is responsible under Section 8.02 with respect to Tax Returns described in this Section 5.14(a)(i) (and with respect to any such amounts required to be paid by Buyer or its Affiliates to an applicable Governmental Entity, shall pay such amounts to Buyer or its applicable Affiliates at least two (2) days prior to the due date for such payment). (ii) Buyer shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns (other than Tax Returns described in Section 5.14(a)(i) to be prepared and filed by Parent, including Parent Consolidated Tax Returns) for Straddle Periods with respect to the Business Companies or in respect of the Business that are required to be filed after the Closing Date. Any such Tax Return shall, to the extent relevant to determining any Tax liability for which Parent or its Affiliates would be responsible, be prepared on a basis consistent with the past practices of the relevant Business Company or Business (as applicable) unless otherwise required by applicable Law or as otherwise provided herein. All such Tax Returns that give rise to a liability for which Parent or its Affiliates are responsible shall be delivered to Parent (together with any additional information that Parent may reasonably request) for its review and approval (not to be unreasonably withheld, conditioned or delayed) at least twenty (20) days prior to the due date thereof (or, if anysuch deadline is not reasonably practical considering the circumstances of the applicable Tax Return, as soon as reasonably practical). Parent shall pay (or cause to be paid) if all Taxes for which it is responsible under Section 8.02 with respect to Tax Returns described in this Section 5.14(a)(ii) (and, with respect to any such amounts required to be paid by Buyer or its Affiliates to an applicable Governmental Entity, shall pay such amounts to Buyer or its applicable Affiliate at least two (2) days prior to the previous due date for such payment). Notwithstanding the foregoing, with respect to any Tax Return was prepared consistent to be filed by Buyer or its Affiliates (whether governed by Section 5.14(a)(i) or this Section 5.14(a)(ii)), in no event will Buyer be forced to accept any Tax Return position that is not at least “more likely than not” correct under applicable Law. (iii) Any Tax Return for a Straddle Period shall, to the extent permitted by applicable Law and not giving rise to any adverse effect to Buyer or its Affiliates, be filed on the basis that the relevant Tax period ended as of the close of business on the Closing Date. For purposes of this Agreement (including for purposes of determining Closing Working Capital and Parent’s indemnification liabilities under Section 8.02(c)) and allocating Taxes that are attributable to a Straddle Period, (A) property, ad valorem and similar Taxes shall be allocated on a per diem basis, (B) all other Taxes shall be allocated on a “closing of the books” basis as of the close of business on the Closing Date (for such purpose, the taxable period of any controlled foreign corporation or passthrough entity (or other entity the operations of which are relevant to the determination of Tax liabilities required to be allocated hereunder) in which any Business Company holds a direct or indirect beneficial interest shall be deemed to terminate at such time) and (C) all deductions of the Business Companies arising as a result of the payment, discharge or satisfaction of Closing Indebtedness or Business Expenses shall, to the extent such position is more likely than not correct under applicable Law, be allocated to a Pre-Closing Tax Period. (iv) Prior to the Closing, Parent shall take (or cause to be taken) all actions as are required to be taken in order to cause the Tax Returns that have not been timely filed that are disclosed on Section 2.10(a) of the Parent Disclosure Letter to be filed (and Parent shall pay or cause to be paid all Taxes required to be paid with applicable Tax rules and regulations, and the Buyer shall consult with the Seller concerning each such Tax ReturnReturns, including any applicable interest, penalties or additions to Tax).

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Seller Company shall cause to be prepare and timely prepared and filed when due file all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date. (b) Except as provided in Section 10.1(a), the The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including Tax Returns which were required to be filed before the Closing Date but were not filed and all other Tax Returns with respect to the Company or any Consolidated Subsidiary or in respect of their businessesits business, assets or operations. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that the Seller shall, within fifteen (15) calendar days after receipt of written notification that such a payment was made by the Buyer, reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending (or deemed pursuant to Section 10.3(b) to end) on or before the Closing Date to the extent such portion of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet. (c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous filed similar Tax Return (if any) if the previous Tax Return was prepared consistent with applicable Tax rules and regulationsReturn, and the Buyer shall consult with the Seller Representative concerning each such Tax Return; provided however, if the Company did not file a previous similar return, the Buyer shall prepare the return in the manner determined in it sole discretion, in consultation with its Tax advisors, including, but not limited to making voluntary disclosures of Tax Returns which were not filed for previous taxable periods. (d) Buyer shall not file or cause to be filed any amended Tax Returns for the Company for any taxable period or portion thereof ending on or before the Closing Date without the written Consent of the Representative, which consent shall not be unreasonably withheld or delayed, if the effect of such amended Tax Return would be to increase the indemnification obligations of the Equity Holders, unless the Buyer is required by law to file such amended Tax Return.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Seller Representative shall cause to be timely prepared and timely filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date. (b) Except as provided in Section 10.1(a), the The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including Tax Returns which were required to be filed before the Closing but were not filed and all other Tax Returns with respect to the Company or any Consolidated Subsidiary or in respect of their businesses, assets or operations. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that the Seller shall, within fifteen (15) calendar days after receipt of written notification that such a payment was made by the Buyer, Company Stockholders shall promptly reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending (or deemed pursuant to Section 10.3(b8.3(b) to end) on or before the Closing Date to the extent such portion of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet. (c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous filed similar Tax Return. Notwithstanding anything herein to the contrary, any Tax Return (if any) if the previous Tax Return was to be prepared consistent with applicable Tax rules and regulations, and filed by the Buyer for taxable periods beginning before the Closing Date shall consult not be filed without the prior written consent of the Representative. The Representative shall provide all reasonable assistance to the Buyer in connection with the Seller concerning each preparation of such Tax ReturnReturns.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Seller shall cause Subject to be timely prepared and filed when due all Tax Returns Section 6.2(b)(xvii) of this Agreement, the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date. (b) Except as provided in Section 10.1(a), the Buyer shall prepare and timely file or shall cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including Tax Returns which were required to be filed before the Closing but were not filed and all other Tax Returns with respect to the Company or any Consolidated Subsidiary or in respect of their businesses, assets or operations. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that the Seller shall, within fifteen (15) calendar days after receipt of written notification that such a payment was made by the Buyer, reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending (or deemed pursuant to Section 10.3(b) to end) are due on or before the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. Such Tax Returns shall be prepared in accordance with the extent such portion past custom and practice of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Company in preparing its Tax income) set forth on the Closing Balance SheetReturns. (cii) Any Tax Return Parent shall prepare or cause to be prepared and timely file or cause to be timely filed by all Tax Returns of the Buyer Company that are due after the Closing Date and shall pay or cause to be paid all Taxes shown due thereon, without limitation to its rights to indemnification pursuant to Article VIII. Tax Returns for taxable periods beginning any Tax Period ending on or before the Closing Date and that portion of any Straddle Period through the end of the Closing Date shall be prepared on in a basis manner consistent with prior Tax Returns, except as otherwise required by applicable Law. Parent shall permit the last previous filed Holder Representative to review and comment on each such income Tax Return for any Tax Period ending on or before the Closing Date and that portion of any Straddle Period through the end of the Closing Date at least fifteen (if any15) if days prior to filing and shall give due regard to any timely and reasonable comments requested by the previous Holder Representative. No Tax Return was prepared consistent with Returns of the Company that were filed prior to the Closing Date shall be amended without the Holder Representative’s written consent, which shall not be unreasonably withheld, conditioned or delayed unless otherwise required by applicable Tax rules and regulations, and the Buyer shall consult with the Seller concerning each such Tax ReturnLaw.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Seller shall prepare (or cause to be timely prepared and filed when due prepared) all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) by the Acquired Entities for all taxable periods that end on or prior to the Closing Date. Date (ba “Pre-Closing Period”) Except as provided in Section 10.1(a), the Buyer shall prepare and timely file or shall cause to be prepared and timely filed all (such Tax Returns being the “Pre-Closing Period Tax Returns”) (provided that Seller shall submit a draft of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including such Tax Returns which were Return required to be filed before by the Acquired Entities to Purchaser for its review and comment at least twenty (20) days prior to the due date of such Tax Return). Seller shall timely file all such Pre-Closing Period Tax Returns, provided, however, if any Pre-Closing Period Tax Return is due after the Closing but were and Seller is not filed authorized to file such Pre-Closing Period Tax Return by Law, Purchaser shall file (or cause to be filed) such Pre-Closing Period Tax Return as prepared by Seller with the appropriate Governmental Authorities. Seller shall pay all Taxes due and all other Tax Returns with respect to the Company or any Consolidated Subsidiary or payable in respect of their businesses, assets or operations. The Buyer shall make all payments required with respect to any such Tax ReturnsPre-Closing Periods; provided, however, that if any Pre-Closing Period Tax Return is due after the Seller shall, within fifteen (15) calendar days after receipt of written notification that such a payment was made by the Buyer, reimburse the Buyer Closing and is to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending be filed (or deemed pursuant caused to Section 10.3(bbe filed) to endby Purchaser, Seller shall pay (in immediately available funds) on or before the Closing Date to the extent all Taxes due and payable in respect of such portion of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet. (c) Any Tax Return to be prepared and filed by Purchaser no later than five (5) days prior to the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous filed Tax Return (if any) if the previous Tax Return was prepared consistent with applicable Tax rules and regulations, and the Buyer shall consult with the Seller concerning each due date of such Tax Return.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Seller shall cause to be responsible for the preparation and timely prepared filing of all Tax Returns of the Seller for all periods (including the consolidated, unitary, and filed when due combined Tax Returns of the Seller which include the Company for any taxable period ending on or before the Closing Date (the “Pre-Closing Tax Period”)) and for all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date. (b) Except as provided in Section 10.1(a), the Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including Tax Returns which were required . The Seller shall make or cause to be filed before the Closing but were not filed and all other Tax Returns with respect to the Company or any Consolidated Subsidiary or in respect of their businesses, assets or operations. The Buyer shall make timely made all payments required with respect to any Tax Returns described in the previous sentence and shall be responsible for the payment of all Taxes attributable to the Pre-Closing Tax Period and the portion of any Straddle Period that ends on the end of the day on the Closing Date (determined taking Section 7.2 into effect), including any Taxes from the Section 338(h)(10) Election, whether or not shown on a Tax Return, and shall indemnify Buyer for all Taxes of the Company attributable to such periods (“Pre-Closing Taxes”). (b) Buyer shall be responsible for the preparation and filing of all other Tax Returns of the Company. The Seller shall be responsible for Pre-Closing Taxes and shall promptly reimburse Buyer for the amount of any such Taxes paid by Buyer in connection with the filing of such Tax Returns; provided, however, that . Buyer shall promptly reimburse the Seller shall, within fifteen (15) calendar days after receipt for the amount of written notification that such a payment was made any Taxes paid by the Buyer, reimburse the Buyer Seller with respect to Tax Returns covered by this Section 7.1(b) to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending Taxes are attributable (or deemed pursuant to as determined under Section 10.3(b7.2 hereof) to end) on or before periods following the Closing Date to the extent such portion of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance SheetDate. (c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before including the Closing Date shall be prepared on a basis consistent with the last previous filed similar Tax Return (if any) if the previous Tax Return was prepared consistent Return, provided, that such preparation is in compliance with applicable Tax rules all existing laws and regulations, regulations and the Buyer shall consult is not inconsistent with the Seller concerning each such Tax Return.requirements to make the Section 338(h)(10)

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Seller shall cause to be timely prepared and timely filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date. (b) Except as provided in Section 10.1(a), the The Buyer shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of the Company or any Consolidated Subsidiary not filed on or before the Closing Date, including Tax Returns which were required to be filed before the Closing but were not filed and all other Tax Returns with respect to the Company or any Consolidated Subsidiary or in respect of their businesses, assets or operations. The Buyer shall make all payments required with respect to any such Tax Returns; provided, however, that the Seller and the Equity Holders shall, within fifteen (15) 15 calendar days after receipt of written notification that such a payment was made by the Buyer, reimburse the Buyer to the extent any payment the Buyer is required to make relates to the operations of the Company or any Consolidated Subsidiary for any period ending (or deemed pursuant to Section 10.3(b9.3(b) to end) on or before the Closing Date to the extent such portion of the payment exceeds the amount of the accruals for Taxes (excluding accruals and reserves for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the Closing Balance Sheet. (c) Any Tax Return to be prepared and filed by the Buyer for taxable periods beginning before the Closing Date shall be prepared on a basis consistent with the last previous filed similar Tax Return (if any) if the previous Tax Return was prepared consistent with applicable Tax rules and regulationsReturn, and the Buyer shall consult with the Seller concerning each such Tax Return; provided, however, if the Company or Subsidiary, as the case may be, did not file a previous similar return, the Buyer shall prepare the return in the manner determined in it sole discretion, in consultation with its independent Tax advisors, including making voluntary disclosures of Tax Returns which were not filed for previous taxable periods.