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

Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (i) shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Subsidiaries only if such return first became due to be filed after the Chicago Closing Date or the Aladdin Closing Date, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Subsidiaries to promptly prepare and file all Tax Returns of the Subsidiaries which, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), and that include periods before the Closing Date. The Purchaser shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in the preceding sentence. Neither party may amend any Tax Return if the amended Tax Return would adversely affect the other party's Tax liability or obligations hereunder without the prior written consent of the other party.

Preparation and Filing of Tax Returns; Payment of Taxes. Until (a) Seller shall, and shall procure that the Closing Date, the other Seller (i) shall cause the Company Parties and the Subsidiaries to Companies will, prepare and file (in each casetimely file, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Subsidiaries only if such return first became due cause to be filed after the Chicago Closing Date or the Aladdin Closing Datetimely filed, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Subsidiaries to promptly prepare and file all Tax Returns of the Subsidiaries which, to the Knowledge Companies and all Tax Returns in respect of the Sellerassets, liabilities, or the operation of the Business (i) that are delinquent and not yet filed as of at the Chicago Signing Date but due on or before the Closing Date or (ii) for any Tax period that ends on or before the Aladdin Closing Date, as applicable. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions excluding for timely filing that are granted or allowedthe avoidance of doubt, any Straddle Period), and that include periods shall pay or cause to be paid all Taxes shown on such Tax Returns or on any Tax assessment notices received by the Seller Parties (with respect to the Business or any Company) or the Companies on or before the Closing Date, provided that any such Tax which is not yet paid at the Closing Date shall be deemed paid by Seller if taken into account in the determination of the Purchase Price pursuant to Sections 1.4, 1.5 and 1.6. The Purchaser Such Tax Returns shall cause be prepared in accordance with applicable Law. Seller shall, and shall procure that the Company Seller Parties and the Subsidiaries Companies will, (i) provide Purchaser with copies of completed drafts of such Tax Returns timely so as to allow Purchaser to review and comment on such drafts, and (ii) incorporate any timely pay all Taxes shown and reasonable comments communicated by Purchaser, provided such comments are not likely to increase Seller’s liability under this Agreement. Purchaser hereby expressly acknowledges that it shall not be entitled to file, or cause to be due and payable on filed, any amendment, change or note whatsoever in relation to Tax Returns referred of the Companies or to Tax Returns in respect of the preceding sentence. Neither party may amend assets, liabilities, or the operation of the Business (i) filed on or before the Closing Date or (ii) for any Tax Return if period that ends on or before the Closing Date and are due after the Closing Date without Seller’s consent. Notwithstanding anything herein to the contrary, Purchaser may file, or cause to be filed, an amended Tax Return would adversely affect to the other party's Tax liability or obligations hereunder without the prior written consent of the other partyextent required by applicable Law.

Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (i) shall cause Seller, the Company and the Subsidiaries to Affiliated Entities shall prepare and file or cause to be prepared and filed (in each caseat Seller's cost and expense and, to the extent permissible under applicable Law, in a manner consistent with past practice) on a timely basis all U.S. federal and state income Tax Returns (including returns for estimated Taxes) for of the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case each of the Subsidiaries only if Affiliat- ed Entities that is an S Corporation or a partnership for income tax purposes for all Pre-Clos- ing Periods ("Seller Tax Returns"); provided, however, that Seller shall cooperate with Acquiror with respect to reporting any items giving rise to Acquiror Taxes (as defined in subparagraph (e)(iii)(C) of this Section 8.9) on such return first became Seller Tax Returns and, provided further, that no later than ten days before the due date (including extensions) of any Seller Tax Return, Seller shall provide or cause to be filed after provided to Acquiror, for Acquiror's review, a copy of such Seller Tax Return. If any such Seller Tax Return includes an item which could give rise to a liability for Acquiror Taxes or any other Taxes for which Acquiror is or could be liable pursuant to this Agreement, Seller shall not file any such Seller Tax Return without the Chicago Closing Date or prior written approval of Acquiror with respect to such item, which approval shall not unreasonably be withheld. If Acquiror does not approve any such Seller Tax Return, the Aladdin Closing Date, as applicablemanner of reporting any disputed item shall be resolved by an independent accounting firm mutually chosen by Seller and Acquiror, and the Seller has Knowledge that such Tax Return is required to Returns shall be filed and (ii) shall make commercially reasonable efforts to cause or, if necessary, amended, in accordance with the Subsidiaries to promptly prepare and file all Tax Returns decision of the Subsidiaries which, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date or the Aladdin Closing Date, as applicablesuch independent accounting firm. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable as a result of the income on the Seller Tax Returns; provided, however, that Acquiror shall deliver to Seller the funds necessary for Seller to pay any Acquiror Taxes no later than the later of five days after Seller delivers to Acquiror copies of Tax Returns referred to in clause (i) showing the amount of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, Acquiror Taxes owed or five days before such payments are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), and that include periods before the Closing Date. The Purchaser shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in the preceding sentence. Neither party may amend any Tax Return if the amended Tax Return would adversely affect the other party's Tax liability or obligations hereunder without the prior written consent of the other partydue.

Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (i) shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Subsidiaries Chicago Subsidiaries, only if such return first became due to be filed after the Chicago Closing Date or the Aladdin Closing Date, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Company's Subsidiaries to promptly prepare and file all Tax Returns of the Subsidiaries which, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), and that include periods before the Closing Date. The Purchaser shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in the preceding sentence. Neither party may amend any Tax Return if the amended Tax Return would adversely affect the other party's Tax liability or obligations hereunder without the prior written consent of the other party.

Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (i) Seller shall cause the Company and the Subsidiaries to prepare and file file, or cause to be prepared and filed, all Tax Returns required to be filed by or in respect of (A) the Transferred Company or the Transferred Assets that are due (including applicable extensions) to be filed on or before the Closing Date or (B) the Transferred Company that are required to be included in each case(or filed with) a Tax Return of an affiliated, consolidated, combined, unitary or aggregate group of which Seller or any of its Affiliates is part for any taxable period (together, “Seller Tax Returns”). Seller Tax Returns described in clause (A) and pro forma returns of the Transferred Company described in clause (B) shall be prepared on a manner basis consistent with past practice) , unless otherwise required by applicable Law on a more likely than not basis. 77 (ii) Buyer shall prepare and timely basis file, or cause to be prepared and timely filed, all Tax Returns of or in respect of the Transferred Company or the Transferred Assets in respect of a Pre-Closing Tax Period (including returns for estimated any Straddle Tax Period) other than Seller Tax Returns or Tax Returns relating to Transfer Taxes) for the Company and the Subsidiaries , which are due addressed in Section 2.07 (“Buyer Tax Returns”). All Buyer Tax Returns shall be prepared on a basis consistent with past practice, unless otherwise required by applicable Law on a more likely than not basis. At least thirty (30) days prior to the Closing Date due date for the filing (taking into account any applicable extensions for timely filing that are granted or allowedautomatically granted) of any Buyer Tax Return, Buyer shall deliver to Seller for Seller’s review and approval a draft of any such Buyer Tax Return together with a statement setting forth the amount of Tax for which Seller is responsible pursuant to Section 7.06(d)(i), but in . Seller shall provide any comments within fifteen (15) days from the case receipt of the Subsidiaries only if such return first became due relevant draft Buyer Tax Return, and Xxxxx shall consider in good faith any reasonable comments of Seller. Unless otherwise required by Law, neither Buyer nor any of its Affiliates (including the Transferred Company) shall file an amended Tax Return, or agree to be filed after any waiver or extension of the Chicago Closing Date statute of limitations relating to Taxes, with respect to the Transferred Company or the Aladdin Transferred Assets for a Pre-Closing Date, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Subsidiaries to promptly prepare and file all Period or a Straddle Tax Returns of the Subsidiaries which, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Date, the Purchaser shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), and that include periods before the Closing Date. The Purchaser shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in the preceding sentence. Neither party may amend any Tax Return if the amended Tax Return would adversely affect the other party's Tax liability or obligations hereunder Period without the prior written consent of Seller, which consent shall not be unreasonably delayed, withheld or conditioned. (iii) Seller shall timely pay, or cause to be timely paid, all Taxes due and payable with respect to any Seller Tax Return described in clause (A) of Section 7.06(a)(i). Buyer shall timely pay, or cause to be timely paid, all Taxes due and payable with respect to any Buyer Tax Return; provided that Seller shall pay to Buyer, at least two (2) business days prior to the other party.date on which the relevant Taxes are required to be paid to the applicable Taxing Authority, the amount of Tax for which Seller is responsible pursuant to Section 7.06(d)(i) in connection with the filing of any Buyer Tax Return, except for any Taxes included in the determination of the Current Liabilities. (b)

Preparation and Filing of Tax Returns; Payment of Taxes. Until (a) Parent shall be responsible for the Closing Date, the Seller (i) shall cause the Company preparation and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis filing of all Tax Returns (including returns for estimated Taxes) Parent for the Company all periods and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Subsidiaries only if such return first became due to be filed after the Chicago Closing Date or the Aladdin Closing Date, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Subsidiaries to promptly prepare and file all income Tax Returns of the Subsidiaries whichof, to the Knowledge of the Seller, are delinquent and not yet filed as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. The Seller shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in clause (i) of the preceding sentence, and shall make commercially reasonable efforts to cause the Company and the Subsidiaries promptly to pay tax obligations of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After the Closing Datethat include, the Purchaser shall cause the Company and the Acquired Companies or Business Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) for all taxable periods that end on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), and that include periods before the Closing Date. The Purchaser To the extent such Tax Returns relate to the Acquired Companies or Business Subsidiaries, they shall be prepared on a basis consistent with the last previous similar Tax Return, unless otherwise required by law. Parent shall make or cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on made all payments required with respect to any such Tax Returns referred to unless such Tax was included as a current liability of the Businesses in the preceding sentenceFinal Closing Adjustment Amount and taken into account in determining the Purchase Price in which case, such Tax shall be the responsibility of Buyer. Neither party Buyer shall be responsible for the preparation and filing of all other Tax Returns relating to the Acquired Companies or Business Subsidiaries for all taxable periods that end on or before the Closing Date and are filed after the Closing Date. Such Tax Returns shall be prepared on a basis consistent with the last previous similar Tax Return, unless otherwise required by law. Buyer shall provide copies of such Tax Returns to Parent and shall consider in good faith any adjustments thereto as may amend be reasonably requested by Parent prior to filing. Parent shall be liable for all payments required with respect to any such Tax Returns, unless such Tax was included as a current liability of the Businesses in the Final Closing Adjustment Amount and taken into account in determining the Purchase Price. Parent shall provide to Buyer copies of all income Tax Returns of, or that include, the Acquired Companies or Business Subsidiaries for all taxable periods that end on or before the Closing Date that are filed after the Closing Date, provided that in the case of any Tax Return if filed on a consolidated, combined or unitary basis with Parent or any Parent Affiliate, only the amended portion of the Tax Return would adversely affect relating to the other party's Acquired Companies or the Business Subsidiaries and any applicable “tax packages” containing the information relating to the Acquired Companies and Business Subsidiaries that was included on such Tax liability or obligations hereunder without the prior written consent of the other partyReturn shall be provided to Buyer.

Preparation and Filing of Tax Returns; Payment of Taxes. Until the Closing Date, the Seller (i) Acquiror shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries which are due prior to the Closing Date (taking into account extensions for timely filing that are granted or allowed), but in the case of the Subsidiaries only if such return first became due cause to be prepared and filed after the Chicago Closing Date or the Aladdin Closing Date, as applicable, and the Seller has Knowledge that such Tax Return is required to be filed and (ii) shall make commercially reasonable efforts to cause the Subsidiaries to promptly prepare and file all Tax Returns of the Subsidiaries whichCompany for any Taxable period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date (together, a “Pre-Closing Tax Period”) that are filed after the Closing Date and, subject to the Knowledge indemnification obligations hereunder, shall pay or cause to be paid all Taxes due with respect to such Tax Returns. Acquiror shall provide the Company Holders’ Agent copies of all income Tax Returns and all other material Tax Returns for any Pre-Closing Tax Period that reflects a Tax for which the SellerCompany Stockholders are responsible for pursuant to this Agreement at least ten (10) days prior to their filing, are delinquent shall permit the Company Holders’ Agent to review and comment on each such Tax Return prior to filing and shall consider in good faith all reasonable comments made by the Company Holders’ Agent in writing. Acquiror will not, and will not yet filed as of the Chicago Closing Date cause or the Aladdin Closing Date, as applicable. The Seller shall cause permit the Company and Company Subsidiaries to, amend any Tax Return of the Subsidiaries Company or any Company Subsidiary or make or change any Tax election with respect to timely pay all the Company or any Company Subsidiary, if such action could reasonably give rise to an indemnification claim against the Company Stockholders under this Agreement without first consulting with the Company Holders’ Agent and considering in good faith any comments of the Company Holders’ Agent. “Straddle Period” means any Tax period beginning before the Closing Date and ending after the Closing Date. With respect to Taxes shown of the Company relating to a Straddle Period, the portion of any Tax that is allocable to the Pre-Closing Tax Period will be due and payable on Tax Returns referred to in clause determined as follows: (i) in the case of Property Taxes, the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days of such Straddle Period in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) in the case of all other Taxes, determined as though the taxable year of the preceding sentence, and shall make commercially reasonable efforts to cause Company terminated at the Company and the Subsidiaries promptly to pay tax obligations close of the Subsidiaries which, to the Knowledge of the Seller, are delinquent as of the Chicago Closing Date or the Aladdin Closing Date, as applicable. After business on the Closing Date, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Purchaser Closing, shall cause the Company and the Subsidiaries to prepare and file (in each case, in a manner consistent with past practice) be allocated on a timely basis all Tax Returns (including returns for estimated Taxes) for the Company and the Subsidiaries that are due after the Closing Date (taking into account extensions for timely filing that are granted or allowed), and that include periods before the Closing Date. The Purchaser shall cause the Company and the Subsidiaries to timely pay all Taxes shown to be due and payable on Tax Returns referred to in the preceding sentence. Neither party may amend any Tax Return if the amended Tax Return would adversely affect the other party's Tax liability or obligations hereunder without the prior written consent of the other partyper diem basis.