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

Preparation and Filing of Tax Returns; Payment of Taxes. Acquiror shall prepare and file or cause to be prepared and filed all Tax Returns of the Company for a Pre-Closing Tax Period that are filed after the Closing Date and, subject to the indemnification obligations hereunder, shall pay or cause to be paid all Taxes due with respect to such Tax Returns. All such Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company, except as otherwise required by applicable Legal Requirements, except that (i) the Transaction Tax Deductions shall be included in the Pre-Closing Tax Period to the extent permitted by applicable Legal Requirements, and (ii) Acquiror shall not, and shall not cause the Company to, waive any carryback of net operating losses under Section 172(b)(3) of the Code on any Tax Return of the 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 that reflects a Tax for which the 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 Securityholder 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. Acquiror (i) The Buyer, at its expense, shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of for the Company for a Pre-Closing Tax Period Periods that are filed due after the Closing Date and(“Buyer Prepared Returns”), and subject to the Buyer’s rights to indemnification obligations hereunderfor Pre-Closing Taxes, Buyer shall timely pay or cause to be paid all any Taxes due with respect to shown on such Tax Returns. All such Tax Returns shall be prepared in a manner that is consistent with the prior practice of the CompanyBuyer Prepared Returns, except as otherwise required by applicable Legal Requirements, except that (i) the Transaction Tax Deductions shall be included in the Pre-Closing Tax Period to the extent permitted by applicable Legal Requirements, and (ii) Acquiror shall not, and shall not cause the Company to, waive any carryback of net operating losses under Section 172(b)(3) of the Code on including any Tax Return of the Company to be prepared and filed in respect of a for taxable period periods beginning on or before the Closing DateDate and ending after the Closing Date (a “Straddle Period”), shall be prepared on a basis consistent with the last previous similar Tax Return except as required by applicable Law. Acquiror shall provide In the Securityholder Representative copies case of all U.S. federal any Buyer Prepared Return that (1) is the final income Tax Returns and all other material Tax Returns for any Pre-Closing Tax Period that reflects a Tax Return of the Company or (2) shows Taxes for which the Company Stockholders Equityholders are responsible required to indemnify the Buyer under Article V, the Buyer shall provide the Company Equityholder Representative with a copy of such proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Company Equityholder Representative) 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 Securityholder Representative to review and comment on each at least forty-five (45) calendar days prior to the filing of such Tax Return (or in the case of non-income Tax Returns, such period of time prior to filing and as is reasonably practicable). The Buyer shall consider in good faith such revisions to such Tax Returns as are any comments reasonably requested by the Securityholder Company Equityholder Representative in writingwriting and received by the Buyer prior to the filing of such Tax Return. (ii) All transfer, sales, use, stamp, conveyance, real property transfer, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the transactions contemplated by this Agreement (“Transfer Taxes”) shall be borne fifty percent (50%) by the Company Equityholders and fifty percent (50%) by Buyer. Any disputes over The party required by applicable Law to file any Tax Return relating to Transfer Taxes shall be responsible for filing such Tax Return and the other party shall cooperate with the filing party in the filing of any such Tax Returns shall be submitted with respect to an impartial nationally recognized Transfer Taxes, including promptly supplying any information in its possession that is reasonably necessary to complete such 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)Returns.

Preparation and Filing of Tax Returns; Payment of Taxes. Acquiror (a) The Parent shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns of for the Company for a Pre-Closing Tax Period that are required to be filed (taking into account extensions) after the Closing Date. Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending on or after the Closing Date and, subject shall be prepared on a basis consistent with the last previous similar Tax Return to the indemnification obligations hereunder, extent permitted under applicable law. The Parent shall pay make or cause to be paid made all Taxes due payments required with respect to any such Tax Returns. All such Tax Returns . (b) The Parent shall be prepared in a manner that is consistent with permit the prior practice of the Company, except as otherwise required by applicable Legal Requirements, except that (i) the Transaction Tax Deductions shall be included in the Pre-Closing Tax Period Stockholder Representative to the extent permitted by applicable Legal Requirements, review and (ii) Acquiror shall not, and shall not cause the Company to, waive any carryback of net operating losses under Section 172(b)(3) of the Code comment on any Tax Return of the Company filed in respect of for a taxable period beginning on or before the Closing Date. Acquiror shall provide Date prior to filing to the Securityholder Representative copies of all U.S. federal income Tax Returns extent that any item thereon may have an adverse effect on the Company Stockholders and all other material Tax Returns for any Pre-Closing Tax Period that reflects a Tax for which the Company Stockholders are responsible for pursuant liable thereunder or under applicable law. The Parent shall provide such Tax Returns to this Agreement the Stockholder Representative at least thirty twenty-five (3025) days for income before such Tax Returns and are required to be filed (together with such additional information regarding such Tax Returns as may reasonably be requested by the Stockholder Representative ). The Stockholder Representative may comment on such Tax Returns within ten (10) calendar days for other material Tax Returns prior to their filing, shall permit following receipt of the Securityholder returns. The failure of the Stockholder Representative to review and comment on each such Tax Return prior to filing and shall consider in good faith such revisions propose any AGREEMENT AND PLAN OF MERGER changes to such Tax Returns within such ten (10) day period shall be deemed to constitute the Company Stockholders’ approval thereof. If the Stockholder provides comments within the ten (10) calendar day period, the Parent shall either make such revisions as are reasonably requested by the Securityholder Stockholder Representative or notify the Stockholder Representative within five (5) calendar days following receipt of the Stockholder Representative’s comments of the revisions which it disputes. Within a further period of ten (10) calendar days from the delivery of such notice to the Stockholder Representative, the accountants for each of the parties will attempt to resolve in writinggood faith any disputed items. Any disputes over Failing such Tax Returns resolution, the unresolved disputed items will be resolved pursuant to Section 8.7 below. (c) The Company Stockholders shall be submitted to an impartial nationally recognized Tax accounting firm appointed by mutual agreement responsible for the payment of Acquiror any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and the Securityholder Representative other non-Income Taxes and administrative fees (the “Independent Tax Accountant”including, without limitation, notary fees) for resolution arising in substantial accordance connection with the procedure set forth in Section 1.10(a)(iii)consummation of the series of transactions contemplated by this Agreement.

Preparation and Filing of Tax Returns; Payment of Taxes. Acquiror (i) The Group Companies shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Company Group Companies that are required to be filed (taking into account extensions) on or prior to the Closing Date and shall make any payments required with respect to any such Tax Returns. Such Tax Returns shall be prepared and filed in accordance with applicable Law and in a manner consistent with past practices. (ii) The Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Group Companies that are required to be filed (taking into account extensions) after the Closing Date. Any such Tax Returns for a Pre-Closing Tax Period that are filed after the Closing Date and, subject to the indemnification obligations hereunder, shall pay or cause to be paid all Taxes due with respect to such Tax Returns. All such Tax Returns Straddle Period shall be prepared in a manner that is consistent with the prior practice past practices of the CompanyGroup Companies, except as otherwise required by applicable Legal RequirementsLaw. At least twenty (20) Business Days (or such shorter period, except that (i) the Transaction Tax Deductions shall be included as is reasonably practicable in the case of non-corporation Tax Returns) prior to the filing of any such Tax Return for a Pre-Closing Tax Period to or Straddle Period, the extent permitted by applicable Legal Requirements, and (ii) Acquiror Buyer shall not, and shall not cause the Company to, waive any carryback submit a copy of net operating losses under Section 172(b)(3) of the Code on any Tax Return of the 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 such income Tax Returns and all or other material Tax Returns Return to the Equityholder Representative for any Pre-Closing Tax Period that reflects a Tax for which the 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 Securityholder Representative to Equityholder Representative’s review and comment on each such Tax Return prior to filing comment, and the Buyer shall consider in good faith any comments provided by the Equityholder Representative that are received, in writing, by the Buyer within fifteen (15) Business Days (or such revisions to shorter period, as is reasonably practicable in the case of non-corporation Tax Returns) after submitting a copy of such Tax Returns as are reasonably requested by Return to the Securityholder Representative in writingEquityholder Representative. Any disputes over The Buyer shall make all payments required with respect to any such Tax Returns Returns; provided, however, that the Participating Sellers shall be submitted promptly indemnify the Buyer to an impartial nationally recognized Tax accounting firm appointed the extent provided 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)Article VIII.