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 Sellers shall prepare or cause to be prepared all Tax Returns of the Company Entities for any taxable period that ends on or prior to the Closing Date that are due to be filed (taking into account extensions) after 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 past custom and practice of the Company Entities in preparing their Tax Returns except as otherwise required by applicable Law. To the extent any such Tax Return is required to be filed by a Company Entity, the Sellers shall deliver such Tax Return to the Company at least thirty (30) Business Days prior to the due date for filing such Tax Return (taking into account extensions), and the Company will thereupon timely file or cause to be timely filed such Tax Return. The Sellers shall provide a copy to Purchaser of, and permit Purchaser to review and comment on, each such Tax Return at least fifteen days in the case of income Tax Returns, and at least fifteen (15) days in the case of other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Purchaser to the extent such comments and the related Tax treatment (i) are in accordance with applicable Tax Law, (ii) could have any material effect on the amount of Taxes in any post-Closing period for which Purchaser is liable, and (iii) will not materially increase the amount of Taxes for the Sellers for any Pre-Closing Tax Period or the portion of any Straddle Period prior to the Closing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers Buyer shall prepare or cause to be prepared responsible for the preparation and timely filing, in a manner consistent with past practices of the Company, of all Tax Returns of the Company Entities for any taxable period Straddle Periods and Tax Returns that ends on or prior relate to a Pre-Closing Tax Period. Buyer shall make all payments required with respect to any such Tax Returns and shall be responsible for the payment of all Taxes attributable to such periods; provided, however, that except to the Closing Date that extent such Taxes are due to be filed (taking taken into account extensions) after the in determining Final Closing DateWorking Capital, and shall pay or cause to be paid all Taxes shown due thereon. Such Tax Returns Seller shall be prepared responsible for such Taxes to the extent attributable to a Pre-Closing Tax Period (allocated as to Straddle Periods in accordance with Section 10.3) and shall promptly reimburse Buyer for the past custom and practice amount of any such Taxes paid by Buyer in connection with the Company Entities in preparing their filing of such Tax Returns except as otherwise required Returns. If Seller may be liable under this Agreement for any Taxes due with respect to a Tax Return prepared by applicable Law. To the extent any Buyer, Buyer shall submit such Tax Return is required to be filed by a Company Entity, the Sellers shall deliver and such additional information regarding such Tax Return as reasonably requested by Seller, to the Company Seller for Seller’s review, comment and approval, such approval not to be unreasonably withheld, delayed or conditioned, at least thirty (30) Business Days 30 days prior to the due date for filing of such Tax Return (taking into account including any applicable extensions), ) and Buyer shall revise such Tax Return to reflect any reasonable comments made by Seller prior to the Company will thereupon timely file or cause to be timely filed filing of such Tax Return. The Sellers shall provide a copy to Purchaser of, and permit Purchaser to review and comment on, each such Tax Return at least fifteen days in the case of income Tax Returns, and at least fifteen (15) days in the case of other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Purchaser to the extent such comments and the related Tax treatment (i) are in accordance with applicable Tax Law, (ii) could have any material effect on the amount of Taxes in any post-Closing period for which Purchaser is liable, and (iii) will not materially increase the amount of Taxes for the Sellers for any Pre-Closing Tax Period or the portion of any Straddle Period prior to the Closing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers Seller shall prepare be responsible for the preparation and filing of all Tax Returns for Seller for all periods as to which Tax Returns are due after the Closing Date (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or cause to be prepared before the Closing Date) and for all Tax Returns of the Company Entities SRT for any all taxable period periods that ends end on or prior to the Closing Date that are due to be filed (taking into account extensions) after 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 a manner consistent with the past custom and practice of the Company Entities in preparing their last previous Tax Returns except as otherwise required by applicable LawReturns. To the extent any such Tax Return is required to be filed by a Company Entity, the Sellers Seller shall deliver such Tax Return to the Company at least thirty (30) Business Days prior to the due date for filing such Tax Return (taking into account extensions), and the Company will thereupon timely file make or cause to be timely filed made all payments required with respect to any such Tax ReturnReturns except to the extent provided in Sections 1.4(b) and 1.4(d) hereof. The Sellers Buyer shall provide a copy to Purchaser of, and permit Purchaser to review and comment on, each promptly reimburse Seller for the amount of any such Tax Return at least fifteen days in the case of income Tax Returns, and at least fifteen Taxes paid by Seller (15i) days in the case of other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Purchaser to the extent such comments Taxes are attributable (as determined under Section 9.2 hereof) to periods following the Closing Date and (ii) to the related Tax treatment (i) are extent of any reserves for Taxes on the Most Recent Balance Sheet reduced by any subsequent payments of Taxes reflected in such reserves through the Closing Date and increased by the amount of any subsequent increases in such reserves in accordance with applicable Tax Law, (ii) could have any material effect on the amount of GAAP for Taxes in any post-Closing period for which Purchaser is liable, and (iii) will not materially increase the amount of Taxes for the Sellers for any Pre-Closing Tax Period or the portion of any Straddle Period prior attributable to the operation of the Business in the Ordinary Course of Business following the date of the Most Recent Balance Sheet through the Closing DateDate (as so adjusted, "TAX RESERVES").

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall Seller shall, at its expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company Entities Raydex required to be filed for any taxable period that ends all Tax periods ending on or prior to the Closing Date that are due Date, including, in respect of such periods, Tax Returns required to be filed (taking into account extensions) after the Closing Date, and shall pay or cause to be paid all Taxes shown as due thereonand payable on such Tax Returns. Such All such Tax Returns shall be prepared in accordance a manner consistent with the past custom and practice practices of the Company Entities in preparing their Tax Returns except as otherwise required by applicable Law. To the extent any such Tax Return is required to be filed by a Company EntityRaydex, the Sellers shall deliver such Tax Return to the Company at least thirty (30) Business Days prior to the due date for filing such Tax Return (taking into account extensions), and the Company will thereupon timely file or cause to be timely filed such Tax Return. The Sellers shall provide a copy to Purchaser of, and permit Purchaser to review and comment on, each such Tax Return at least fifteen days in the case of income Tax Returns, and at least fifteen (15) days in the case of other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Purchaser to the extent such comments and the related Tax treatment (i) practices are in accordance consistent with applicable Tax Law, (ii) could have any and shall be true and complete in all material effect on respects. The Seller shall furnish copies of such Tax Returns to the amount of Taxes in any post-Closing period for which Purchaser is liable, and (iii) will not materially increase the amount of Taxes Buyer for the Sellers for Buyer’s review at least 15 Business Days prior to filing and shall take into account any changes to such Tax Returns as are reasonably requested by the Buyer. No such Tax Returns shall be filed without the prior approval and consent of the Buyer, which approval and consent shall not be unreasonably withheld, conditioned or delayed. No substantive correspondence that relates to a Pre-Closing Tax Period shall be submitted to any Governmental Entity without the prior written approval and consent of the Buyer, which approval and consent shall not be unreasonably withheld, conditioned or the portion of any Straddle Period prior to the Closing Datedelayed.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers Acquiror shall prepare and file or cause to be prepared and filed all Tax Returns of the Company Entities for any taxable period a Pre-Closing Tax Period that ends on or prior to are filed after the Closing Date that are due and, subject to be filed (taking into account extensions) after the Closing Dateindemnification obligations hereunder, and shall pay or cause to be paid all Taxes shown due thereonwith respect to such Tax Returns. Such All such Tax Returns shall be prepared in accordance a manner that is consistent with the past custom and prior practice of the Company Entities in preparing their Tax Returns Company, except as otherwise required by applicable Law. To Legal Requirements, except that (i) the extent any such Transaction Tax Return is required to Deductions shall be filed by a Company Entity, the Sellers shall deliver such Tax Return to the Company at least thirty (30) Business Days prior to the due date for filing such Tax Return (taking into account extensions), and the Company will thereupon timely file or cause to be timely filed such Tax Return. The Sellers shall provide a copy to Purchaser of, and permit Purchaser to review and comment on, each such Tax Return at least fifteen days included in the case of income Pre-Closing Tax Returns, and at least fifteen (15) days in the case of other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Purchaser Period to the extent such comments permitted by applicable Legal Requirements, and the related Tax treatment (i) are in accordance with applicable Tax Law, (ii) could have any material effect on the amount of Taxes in any post-Closing period for which Purchaser is liableAcquiror shall not, and (iiishall not cause the Company to, waive any carryback of net operating losses under Section 172(b)(3) will not materially increase of the amount Code on any Tax Return of Taxes for the Sellers Company filed in respect of a taxable period beginning before the Closing Date. Acquiror shall provide the Securityholder Representative copies of all U.S. federal income Tax Returns and all other material Tax Returns for any Pre-Closing Tax Period or that reflects a Tax for which the portion of any Straddle Period Company Stockholders are responsible for pursuant to this Agreement at least thirty (30) days for income Tax Returns and ten (10) days for other material Tax Returns prior to their filing, shall permit the Closing DateSecurityholder Representative to review and comment on each such Tax Return prior to filing and shall consider in good faith such revisions to such Tax Returns as are reasonably requested by the Securityholder Representative in writing. Any disputes over such Tax Returns shall be submitted to an impartial nationally recognized Tax accounting firm appointed by mutual agreement of Acquiror and the Securityholder Representative (the “Independent Tax Accountant”) for resolution in substantial accordance with the procedure set forth in Section 1.10(a)(iii).

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Sellers shall prepare or cause to be prepared all Tax Returns of the Company Entities for any taxable period that ends on or prior to the Closing Date that are due to be filed (taking into account extensions) after 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 past custom and practice of the Company Entities in preparing their its Tax Returns except as otherwise required by applicable Law. To the extent any such Tax Return is required to be filed by a Company Entitythe Company, the Sellers shall deliver such Tax Return to the Company at least thirty (30) Business Days prior to the due date for filing such Tax Return (taking into account extensions), and the Company will thereupon timely file or cause to be timely filed such Tax Return. The Sellers shall provide a copy to Purchaser Parent of, and permit Purchaser Parent to review and comment on, each such Tax Return at least fifteen twenty (20) days in the case of income Tax Returns, and at least fifteen (15) days in the case of other types of Tax Returns, prior to filing, and Sellers shall incorporate any timely and reasonable comments requested by Purchaser Parent to the extent such comments and the related Tax treatment (i) are in accordance with applicable Tax Law, (ii) could have any material effect on the amount of Taxes in any post-Closing period for which Purchaser Parent or its Affiliates (including the Company after Closing) is liable, and (iii) will not materially increase the amount of Taxes for the Sellers for any Pre-Closing Tax Period or the portion of any Straddle Period prior to the Closing Date.