Common use of Preparation and Filing of Tax Returns Clause in Contracts

Preparation and Filing of Tax Returns. ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePoint.

Preparation and Filing of Tax Returns. ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns The Shareholders’ Representative or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement its designee shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will timely prepare or cause to be prepared and will timely file or cause to be timely filed filed, at the Shareholders’ expense, all other Income Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in Acquired Companies with respect of their assets or activities. Any such Tax Returns that include periods to any taxable period ending on or before the date hereof or that include Closing Date and which are first due after the activities of any of the Xxxxxx Entities prior Closing Date, which Income Tax Returns shall be reasonably satisfactory to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar Parent (as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous provided below). All such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by prepared in accordance with applicable Law and the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on applicable Acquired Company’s past practice (provided that such Tax Return, whether or not previously paidpast practice is consistent with applicable Law). None of LabOne The Shareholders’ Representative or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare designee shall provide or cause to be prepared the original provided each such Tax Returns pursuant Return to Parent for review, comment, and consent (which consent shall not be unreasonably conditioned, withheld or delayed) no later than 30 days before the due date of such Tax Return and the Shareholders’ Representative shall reflect thereon any reasonable comments of Parent thereto; provided, however, that if the Shareholders’ Representative or its designee shall fail to provide any such Tax Return to Parent as set forth in this Section 10.1 without 6.1(a), Parent may prepare and file such Tax Return at the prior written consent Shareholders’ expense. In the event that the amount of ChoicePointany Tax shown as due on such Income Tax Returns is less than the amount of such Tax reflected in the Income Tax Liability Accrual (as finally determined), Parent shall pay to the Paying Agent (for further distribution to the Shareholders) the amount of such difference within 10 days of filing the applicable Tax Return. For the avoidance of doubt, in the event that the amount of any Tax shown as due on any such Income Tax Return exceeds the amount of such Tax reflected in the Income Tax Liability Accrual, the Indemnified Persons shall be entitled to indemnification for such Tax to the extent provided in Article IX.

Preparation and Filing of Tax Returns. ChoicePoint will Buyer shall timely prepare and timely file file, or will shall cause to be timely prepared and timely filed all appropriate Federalfiled, state, provincial, local and foreign Tax Returns in for the Company Group with respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed taxable periods ending on or before the date hereof Closing Date (the “Pre-Closing Tax Period”) and Straddle Periods, in each such case which are filed or (b) are required originally due to be filed after the Closing Date (taking into account any extension of time to file granted to or obtained on behalf thereof); provided, however, that Buyer shall provide each such Tax Return (together with supporting schedules and information) to the Seller for its review, comment and approval, which approval shall not be unreasonably withheld conditioned or delayed, at least twenty (20) Business Days prior to the date hereof and (i) are Consolidated on which such Tax Returns or (ii) are with respect to Income Taxes and are required Return is due to be filed on and shall incorporate into the final Tax Returns filed any reasonable comments provided by the Seller not later than five (5) Business Days prior to the due date of such Tax Return. Such Tax Returns shall be prepared in a separate Tax Return basis manner consistent with past practices except as otherwise required to comply with applicable Law; provided that any deductions that are attributable to the write-off of capitalized financing fees, and the deductible portions of Transaction Expenses (which, for purposes of any Tax period ending such Transaction Expenses that are success-based under IRS Revenue Procedure 2011-29, shall equal but not exceed seventy percent (70%) thereof, such that the remaining thirty percent (30%) thereof shall be capitalized in accordance with the safe harbor election established by IRS Revenue Procedure 2011-29) and Indebtedness and any other expenses that arise on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized Closing Date as a result of the transactions completed by this Agreement contemplated hereby, and any compensatory payments or deductible amounts related to any accrued bonus or similar amount, shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable deducted to the distributions contemplated by maximum extent allowable under applicable Law in the Pre-Closing Tax Period. The Seller shall pay to Buyer any amount shown to be due on any such Tax Return for which the Seller is obligated to indemnify the Buyer pursuant to Section 2 of this Agreement shall be 10.1(c)(i) taking into account the sole responsibility of ChoicePoint limitations set forth in Article IX and that ChoicePoint shall be solely responsible for the preparation of Section 10.1(c)(ii)). With respect to any Tax Returns relating to such Taxes. LabOne will prepare or cause shown to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending due on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect Buyer shall pay to the Seller the excess, if any, of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original amount of such Tax Returns included in the Estimated Accrued Income Taxes over the amount of such Tax shown pursuant to this Section 10.1 without 10.1(c)(i), taking into account the prior written consent of ChoicePointlimitations set forth in Article IX and Section 10.1(c)(ii).

Preparation and Filing of Tax Returns. ChoicePoint will (i) The Sellers shall cause the Company Group to prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets Company Group or activities that (a) are any of its Subsidiaries required to be filed on (taking into account extensions) prior to the Closing Date. The Sellers shall prepare, or before cause to be prepared, any and all income Tax Returns of the date hereof Company Group and its Subsidiaries, filed or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect Closing Date but that relate to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared Closing Date (“Pre-Closing Income Tax Returns”). The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Pre-Closing Income Tax Return. The Buyers shall cooperate with the assistance Sellers to effect the filing of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be each such Pre-Closing Income Tax Return on a timely basis consistent with and will cause the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint Company Group or LabOneapplicable Subsidiary, as the case may be, concludes that there is no reasonable basis for to timely remit any Taxes shown as owing on such positionPre-Closing Income Tax Return upon receipt by the Buyers of the amount of such remittance pursuant to the immediately preceding sentence. Any reasonable outThe Sellers shall (A) prepare such Pre-of-pocket costs and expenses incurred Closing Income Tax Returns in connection a manner consistent with the preparation past practices of the Company Group and filing its Subsidiaries to the maximum extent allowable under Law, provided that the Transaction Tax Deductions shall be allocated to the taxable period ending on the Closing Date to the maximum extent allowable by Law, (B) deliver a draft of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Pre-Closing Income Tax Return, whether or not previously paid. None of LabOne or no later than 30 days prior to the due date for filing such Pre-Closing Income Tax Return, to the Buyers for its Affiliates will file any amended Tax Returns for any periods for or review and comment, and reasonably and in respect good faith consider the comments of the Xxxxxx Entities with respect to which LabOne is Buyers in the course of finalizing such Pre-Closing Income Tax Returns. The Sellers shall not obligated to prepare or cause to be prepared the original file such Pre-Closing Tax Returns pursuant to this Section 10.1 Return without the prior written consent of ChoicePointthe Buyers, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyers shall prepare and timely file, or cause to be prepared and timely filed, any and all Tax Returns of the Company Group and its Subsidiaries, including Tax Returns for Straddle Periods, filed or required to be filed after the Closing Date other than the Pre-Closing Income Tax Returns; provided, however, that with respect to any such Tax Returns relating to a Pre-Closing Tax Period: (x) the Buyers shall prepare such Tax Returns in a manner consistent with the past practices of the Company Group to the maximum extent allowable under Law, (y) the Buyers shall deliver a draft of any such Tax Return, no later than 15 days prior to the due date for filing such Tax Return to the Sellers for its review and comment, and (z) the Buyers shall not file such Tax Returns without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned. The Sellers shall promptly pay over to the Buyers any Taxes shown as owing on such Tax Returns for Straddle Periods in connection with the Pre-Closing Tax Period (as determined in accordance with the Straddle Period allocation principles set forth in Section 9.8(b)(ii)) within 15 days after the finalization of such Tax Returns. None of the Buyers or any of their Affiliates shall (or shall cause or permit any other Person to) (A) except as otherwise provided in this Section 9.8, amend, re file or otherwise modify any Tax Return relating in whole or in part to the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period (or portion thereof); (B) make any Tax election that has retroactive effect to any Pre-Closing Tax Period (or portion thereof); (C) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period (or portion thereof); or (D) enter into or initiate any voluntary disclosure agreement or procedure with any taxing authority regarding any Tax or Tax Returns of the Company Group or any of its Subsidiaries for a Pre-Closing Tax Period, in each case, without the prior written consent of the Sellers, not to be unreasonably withheld, conditioned or delayed.

Preparation and Filing of Tax Returns. ChoicePoint will Parent shall prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets file or activities that (a) are required cause to be filed on or before all Tax Returns for the date hereof or (b) Company and its Subsidiaries that are required to be filed after the Closing Date. Parent shall provide Stockholders’ Representative with a draft of each such Tax Return that relates to a Pre-Closing Tax Period (or a pro-forma Tax Return solely related to the Company and its Subsidiaries in the case of any consolidated, combined, affiliated or unitary Tax Return that includes Parent or any of its respective Affiliates) at least thirty (30) calendar days prior to the earlier of the date hereof of filing of such Tax Return or the last date for timely filing such Tax Return (giving effect to any valid extensions thereof) accompanied by a statement setting forth the Stockholders’ and (i) are Consolidated Optionholders’ indemnification obligation, if any, pursuant to Section 10.6. Each such Tax Return shall be prepared in a manner consistent with the past practices of the Company, unless otherwise required by applicable Law, and Parent shall make such revisions to such Tax Returns as are reasonably requested by Stockholders’ Representative within fifteen (15) calendar days of its receipt of such Tax Return to the extent such comments would not increase Parent’s direct or (ii) are with respect to Income Taxes and are required indirect liability for Taxes. Parent shall cause any amounts shown to be filed due on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the such Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed remitted to the applicable Governmental Authority and, subject to Section 9.5(b), shall be reimbursed by the Stockholders and Optionholders to the extent indemnified for such Taxes pursuant to Section 10.6. The reasonable costs of preparing such a Tax Return shall be apportioned between Parent, on the one hand, and the Stockholders and Optionholders, on the other hand, based on their respective liability under such Tax Return. Parent and Company shall not take any action, or permit any action to be taken, that may prevent the tax year of the Company from ending for U.S. federal and state income Tax purposes at the end of the day on which the Closing occurs. The Parties acknowledge and agree that 100% of the Net Merger Consideration received by Stockholders and Optionholders is intended to be treated for income and all other applicable Tax Returns required purposes as consideration paid and received for the surrender of LabOne Company Stock or Stock Options as applicable and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any no portion of the Xxxxxx Entities prior Net Merger Consideration shall be allocated to the date hereof will be prepared with the assistance of the ChoicePoint Entitiesany non-competition, and will, insofar as they relate to the Xxxxxx Entities, be on non-solicitation or other similar restricted covenant entered into by a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint Stockholder or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred Optionholder in connection with the preparation Merger. The Parties shall (and filing of shall cause any applicable Affiliates to) (i) file all relevant Tax Returns in a manner consistent with the foregoing intent and (ii) not take any position inconsistent with such intent for any Tax Return referred purpose. For the avoidance of doubt, the foregoing restrictions shall not apply to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect Party’s treatment of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointNet Merger Consideration solely for financial accounting purposes.

Preparation and Filing of Tax Returns. ChoicePoint The Sellers in charge of the day to day operations of the Company will prepare and timely file file, or will cause to be prepared and timely filed filed, all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities Company and their its assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for Closing Date. The Company shall not file any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the new Tax Returns described in clause (b) the preceding sentence without first delivering a copy of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable such Tax Returns to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint Buyer and that ChoicePoint shall be solely responsible for the preparation of accepting any changes to such Tax Returns relating to such Taxesthat the Buyer reasonably requests. LabOne The Buyer will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne the Buyer and its subsidiaries and Affiliates (including the Xxxxxx EntitiesCompany), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof Closing Date or that include the assets or activities of any of the Xxxxxx Entities Company prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and Closing Date will, insofar as they relate to the Xxxxxx EntitiesCompany, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx EntitiesCompany, unless ChoicePoint the Sellers or LabOnethe Buyer, as the case may be, concludes reasonably conclude(s), and notifies the other party in writing, that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of The Buyer shall not file any Tax Return referred with respect to in the preceding sentence shall be borne by Company, or with respect to its assets or activities, that includes periods ending on or before the ChoicePoint Entities and LabOne in proportion Closing Date or that include the assets or activities the Company prior to their responsibility for the Taxes reported on Closing Date without first delivering a copy of such Tax Return, whether or not previously paidReturn to the Judds and accepting any changes to such Tax Returns that the Judxx xxxxxxably request. None of LabOne the Buyer or its Affiliates will file xxxx xxxx any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities Company (or its assets or activities) with respect to which LabOne the Buyer is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointthe Judds, which consent shall not be unreasonably withheld, providxx, xxxxxer, the Buyer, without consent of the Sellers, may amend such Tax Returns due to any carryback of any net operating loss, net capital loss, charitable contribution or other carryback item arising after the Closing Date.

Preparation and Filing of Tax Returns. ChoicePoint will (a) Purchaser shall prepare or cause to be prepared, at the Equityholders’ expense (to be funded by the Equityholder Representative out of the Expense Fund on behalf of the Equityholders, to the extent available, and thereafter by the Equityholders directly), and timely file or will cause to be prepared and timely filed filed, all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are Company required to be filed after the date hereof Closing Date for any Pre-Closing Tax Period or any Straddle Period. Purchaser shall permit Equityholder Representative to review and comment on each Tax Return described in the preceding sentence that is either an Income Tax Return of which reflects any Tax liability in excess of the amount of such Taxes that is included in Closing Indebtedness or Transaction Expenses (ieach as finally determined pursuant to ‎Section 2.12) and for which the Equityholders are Consolidated responsible, and shall incorporate Equityholder Representative’s reasonable comments into such Tax Returns or (ii) are with respect but only to Income Taxes and are required the extent such comments could reasonably be expected to be filed on a separate Tax Return basis for any Tax period ending on or before affect the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result indemnification obligations of the transactions completed by Equityholders pursuant hereto. Except as otherwise required pursuant to applicable Law, or permitted with Equityholder Representative’s consent (which consent shall not be unreasonably withheld, conditioned, or delayed), all Tax Returns prepared pursuant to this Agreement ‎Section 10.1 shall be reported on the Tax Returns described prepared and filed in clause (b) a manner consistent with past practices of the foregoing sentenceCompany. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement Purchaser shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare not amend or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of amended any Tax Return referred to in of the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns Company for any periods for Pre-Closing Tax Period or in respect of the Xxxxxx Entities take any other action with respect to which LabOne is not obligated any such period that could reasonably be expected to prepare or cause to be prepared increase any indemnification obligations of the original such Tax Returns pursuant to this Section 10.1 Equityholders hereunder, in each case, without the prior written consent of ChoicePointthe Equityholder Representative, which consent shall not be unreasonably withheld, conditioned, or delayed. The parties acknowledge and agree that for U.S. federal Income Tax purposes, the taxable year of the Company will end at the end of the day on the Closing Date and, to the extent applicable Tax Laws in other taxing jurisdictions so permit or require, the parties will elect to cause the taxable year of the Company to terminate at the end of the day on the Closing Date.

Preparation and Filing of Tax Returns. ChoicePoint Subject to the provisions of Section 11.06, the Purchaser will timely prepare and timely file file, or will cause to be prepared and timely filed filed, all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities Company and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are its Subsidiaries with respect to Income Taxes and any Pre-Closing Tax Period that are required to be filed on a separate Tax Return basis for any Tax period ending on or before due after the date hereofClosing Date. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne The Purchaser will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any consistent with past practices of the Xxxxxx Entities Company (unless otherwise required by applicable Law) and will provide the Representative the right to review and comment on such Tax Returns no later than 30 days prior to the due date hereof will be prepared with for filing such Tax Returns. With respect to Tax Returns for Pre-Closing Tax Periods, the assistance Purchaser will, subject to Section 11.09, make all such changes as are reasonably requested by the Representative, so long as such changes are not likely to result in an increase in the Tax liabilities of the ChoicePoint EntitiesCompany or the Company Subsidiaries following the Closing Date. With respect to such Tax Returns, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous Purchaser will not file any such Tax Returns filed in respect of without the Xxxxxx EntitiesRepresentative’s consent, which consent will not be unreasonably withheld, conditioned or delayed. Purchaser agrees that unless ChoicePoint or LabOneotherwise required by Law, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Transaction Tax Return referred to in the preceding sentence Deductions shall be borne by claimed pursuant to Treas. Reg. 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the ChoicePoint Entities and LabOne in proportion “next day rule” of Treas. Reg. 1.1502-76(b)(1)(ii)(B)). Except to their responsibility for the extent that any Taxes reported shown as due on such Tax ReturnReturns were taken into account as an adjustment to, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect component of the Xxxxxx Entities with respect purchase price hereunder or were previously paid by the Company or any Company Subsidiary to a Governmental Body on or prior to the Closing Date (or the payment of which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without 11.01 would otherwise result in a duplicative recovery for the prior written consent of ChoicePoint.Purchaser); the Stockholders and Optionholders will pay to the Purchaser:

Preparation and Filing of Tax Returns. ChoicePoint will (a) Following the Closing and prior to the relevant due date (after taking into account any extensions thereto), Sellers’ Representative shall prepare and timely file (or will cause to be prepared prepared) any income Tax Return (including Schedule K-1 or similar schedule under state law) for United States federal Taxes and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and each other jurisdiction (i) are Consolidated in which the Company is required to file income Tax Returns or and (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) under the distributions contemplated by Section 2 Laws of this Agreement which the taxable year of the Company is required or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will permitted to be recognized closed as of the Closing Date as a result of the transactions completed contemplated by this Agreement shall be reported on (the Tax Returns described in clause “Short Period Returns”) or (by) of the foregoing sentence. It is further understood which relate to taxable periods that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending end on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with Closing Date. Each Short Period Return shall cover the assistance of Taxable period commencing on the ChoicePoint Entities, and will, insofar as they relate day after the last day covered by a prior Tax Return filed by the Company prior to the Xxxxxx EntitiesClosing, be on or a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any prior Tax Return referred to in the preceding sentence shall be borne filed by the ChoicePoint Entities and LabOne in proportion to their responsibility for Company as prepared by the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns Sellers’ Representative pursuant to this Section 10.1 without 7.9(a) (other than a Short Period Return), with respect to such Tax and ending on the Closing Date and the relevant Taxes and Tax Liability relating to Short Period Returns shall be determined from the books and records of the Company at the close of business on the Closing Date; provided, however, that, to the extent permitted by applicable Law, (a) extraordinary transactions (other than the payment of any payment specified in Schedule 3.28, including any such payment triggered in whole or in part as a result of the consummation of any such transaction (“Specified Closing Payments”)) occurring on the Closing Date and after the Closing shall be allocated to the Taxable period that is deemed to begin at the beginning of the day following the Closing Date and (b) Taxes and other items, exemptions, allowances, and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period commencing after the Closing Date in proportion to the number of days in each such period. To the extent allowed by applicable law, the Specified Closing Payments shall be allocated to Taxable periods prior written consent to the Closing and Seller shall be entitled to apply, to the extent usable, all related Tax deductions and other Tax benefits related to the Specified Closing Payments against Taxable income in respect of ChoicePointTaxable periods prior to the Closing.

Preparation and Filing of Tax Returns. ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect The Stockholders shall have the right and obligation to Income Taxes timely prepare and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any salesfile, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other prepared and filed, when due any 1998 and 1999 federal and state income Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any Return of the Xxxxxx Entities Company or any Subsidiary for any period ending prior to the date hereof will be prepared with the assistance Closing Date, including, without limitation, all final Returns of the ChoicePoint Entities, and will, insofar Company as they relate to the Xxxxxx Entities, be on an "S Corporation" or any Subsidiary which is classified as a basis consistent with the last previous "qualified subchapter S subsidiary" as such Tax Returns filed terms are defined in respect Section 1361 of the Xxxxxx EntitiesCode (hereinafter, unless ChoicePoint "S Corporation" and "QSSS," respectively) for the period beginning on the first day of the fiscal year of the Company or LabOnea Subsidiary, as the case may be, concludes in which the Closing occurs through and including the day before the Closing Date. Such Returns shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method and shall be submitted by the Stockholders to Buyer (together with schedules, statements and, to the extent requested by Buyer, supporting documentation) at least 30 days prior to the due date (with regard to extensions) for such Returns. Buyer shall have the right to review all work papers and procedures used to prepare any such Return. If Buyer within 10 business days after delivery of any such Return notifies the Stockholders in writing that there is it objects to any item in such Return because the treatment of such item has no reasonable basis basis, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such positionReturn) by a nationally recognized independent accounting firm chosen by and mutually acceptable to both Buyer and the Stockholders (an "Accounting Referee"). Any reasonable out-of-pocket costs The costs, fees and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence such Accounting Referee shall be borne equally by Buyer and the ChoicePoint Entities Stockholders. Upon resolution of all such items, the relevant Return shall be adjusted to reflect such resolution and LabOne in proportion shall be binding upon the parties without further adjustment. Buyer and the Stockholders shall cooperate to their responsibility for the Taxes reported on end that any such Tax Return, whether or not previously paidReturns are filed when due (taking into account any extension of a required filing date) and Buyer shall thereupon cause an officer of the Company to sign any such Returns. None of LabOne or its Affiliates will file any amended Tax Returns To the extent that tax accounting for any periods for or item is specified in respect of this Agreement, such tax accounting shall be binding upon the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointAccounting Referee.

Preparation and Filing of Tax Returns. ChoicePoint will Seller Representative shall prepare and timely file or will cause to be prepared and timely file or cause to be filed (A) all appropriate Federal, state, provincial, local and foreign Income Tax Returns in respect of the Xxxxxx Entities Company for all taxable periods ending on or before the Closing Date, and their assets (B) all other Tax Returns of the Company for all taxable periods ending on or activities before the Closing Date that (a) are required due to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Closing Date. All such Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described prepared by Seller Representative in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable a manner consistent with past practice unless otherwise required by applicable Law and shall be submitted to Purchaser for review at least 15 days prior to the distributions contemplated by Section 2 due date for filing such Tax Return, and Seller Representative shall incorporate any reasonable comments of this Agreement Purchaser into such Tax Return. Purchaser shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed filed, all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include Company for all taxable periods ending on or before the date hereof or Closing Date that include are due to be filed after the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint EntitiesClosing Date and for all Straddle Periods, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed shall be prepared by Purchaser in respect of the Xxxxxx Entities, a manner consistent with past practice unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such positionotherwise required by applicable Law. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred prepared by Purchaser pursuant to in the preceding sentence shall be borne by submitted to the ChoicePoint Entities and LabOne in proportion Seller Representative for review at least 15 days prior to their responsibility the due date for the Taxes reported on filing such Tax Return, whether or not previously paidand Purchaser shall incorporate any reasonable comments of Seller Representative into such Tax Return. None of LabOne or its Affiliates will file With respect to any amended Income Tax Returns Return for any periods for period ending on or before the Closing Date, or any Straddle Period, any and all deductions related to (A) any bonuses paid on or prior to the Closing Date in respect of connection with the Xxxxxx Entities transactions contemplated hereby, (B) expenses with respect to which LabOne is not obligated Company Indebtedness being paid in connection with the Closing, and (C) all Transaction Expenses that are deductible for Tax purposes shall be claimed in a taxable period (or portion of any Straddle Period) ending on or prior to prepare or cause to be prepared the original such Closing Date, except as otherwise required by applicable Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointLaw.

Preparation and Filing of Tax Returns. ChoicePoint will (a) The Shareholders shall, in accordance with the Company’s past practices, prepare and timely file or will cause to be prepared prepared, and timely filed file or cause to be filed, all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed Company for Tax periods ending on or before prior to the date hereof or (b) Closing Date that are required due to be filed after the date hereof and (i) are Consolidated Closing Date, including, without limitation, the Company’s final S corporation Tax Return. The Shareholders shall be responsible for the payment of all Taxes reported on such Tax Returns. Any Tax Returns or (ii) are with respect to Income Taxes and are required to be of the Company filed on a separate Tax Return basis for any Tax period ending by the Shareholders on or after the Closing Date shall be subject to Buyer’s review and approval prior to filing, which approval shall not be unreasonably withheld, delayed or conditioned, and copies of such Tax Returns shall be provided to Buyer at least thirty (30) days before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the such Tax Returns described in clause (b) of the foregoing sentenceare due. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement Buyer shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared prepared, and will timely file or cause to be timely filed filed, all other Tax Returns required of LabOne the Company for Tax periods which begin before the Closing Date and its subsidiaries and Affiliates end after the Closing Date (including the Xxxxxx Entities“Straddle Period Tax Returns”), or in respect of their assets or activities. Any such Straddle Period Tax Returns that include periods ending of the Company filed by Buyer on or after the Closing Date shall be subject to the Shareholders’ review and approval prior to filing, which approval shall not be unreasonably withheld, delayed or conditioned, and copies of such Straddle Period Tax Returns shall be provided to the Shareholders at least thirty (30) days before the date hereof or such Straddle Period Tax Returns are due. The parties acknowledge that include the activities Company’s items of income, gain, loss, deduction and credit shall be allocated between its S short year and its C short year on the basis of the Company’s normal method of accounting in accordance with Section 1362(e)(3) of the Code and the Treasury Regulations thereunder. Buyer hereby agrees to prepare Straddle Period Tax Returns in a manner consistent with such allocation. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Tax period that includes (but does not end on) the Closing Date, the portion of the Xxxxxx Entities prior such Tax which relates to the date hereof will portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be prepared with deemed to be the assistance amount of such Tax for the ChoicePoint Entitiesentire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period through and including the Closing Date and the denominator of which is the number of days in the entire Tax period, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed (ii) in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred based upon or related to in income or receipts, be deemed equal to the preceding sentence shall amount which would be borne by payable if the ChoicePoint Entities and LabOne in proportion to their responsibility for relevant Tax period ended on the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointClosing Date.

Preparation and Filing of Tax Returns. ChoicePoint (i) The Sellers will have the right, at their cost and expense, to prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Income Tax Returns in respect of the Xxxxxx Entities Company Members (including all IRS Forms 1065 and their assets or activities corresponding Schedules K-1 of Company and any Subsidiary of Company treated as a partnership for U.S. federal Income Tax purposes) for all Pre-Closing Tax Periods that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof Closing Date (including extensions), and (i) are Consolidated Buyer will prepare any such Tax Return that the Sellers do not elect to prepare. All such Tax Returns or will be prepared in a manner consistent with past practice of the applicable Company Member, except as otherwise required by applicable Law. (ii) are with respect Buyer will have the right, at its cost and expense, to prepare all Income Taxes Tax Returns of the Company Members (including all IRS Forms 1065 and corresponding Schedules K-1 of Company and any Subsidiary of Company treated as a partnership for U.S. federal Income Tax purposes) for any Straddle Periods that are required to be filed on a separate Tax Return basis for any Tax period ending on or before after the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates Closing Date (including the Xxxxxx Entitiesextensions), or in respect of their assets or activities. Any All such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared in a manner consistent with the assistance past practice of the ChoicePoint Entitiesapplicable Company Member, and willexcept as otherwise required by applicable Law; provided, insofar as they relate to the Xxxxxx Entitieshowever, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred (i) in connection with the preparation of the IRS Form 1065 (or any analogous state or local Tax Return) of Company for a Straddle Period, the Parties agree that the interim closing of the books methodology with calendar day convention under Treasury Regulations Section 1.706-4 will be selected and filing (ii) to the maximum extent permitted by applicable Law determined on a “more likely than not” basis, all items of loss or deduction resulting from or attributable to the payment or satisfaction of Closing Company Indebtedness and Transaction Expenses (collectively, “Transaction Tax Deductions”) will be reported on Tax Returns for Pre-Closing Tax Periods or, in the case of any Transaction Tax Deductions reported on any Tax Return referred to for a Straddle Period, such deductions will be treated as arising in the preceding sentence portion of such Straddle Period ending on the Closing Date. (iii) Taxes other than Income Taxes for a Straddle Period of a Company Member shall be borne by allocated to the ChoicePoint Entities pre-Closing and LabOne in proportion to their responsibility post-Closing portions of such Straddle Period based on a daily proration of such Taxes for the Taxes reported on such Tax Returnentire Straddle Period. For purposes of this Section 6.6(c)(iii), whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect the Sellers’ allocable share of the Xxxxxx Entities with respect to Tax incurred during a Straddle Period shall equal the Tax liability for the entire Straddle Period multiplied by a fraction, the numerator of which LabOne is not obligated to prepare or cause to be prepared the original such number of days in the pre-closing portion of the Straddle Period ending on the Closing Date and the denominator is the number of days in the entire Straddle Period. (iv) The Party that prepares a Tax Returns Return pursuant to this Section 10.1 without 6.6(c) will provide a draft of such Tax Return to the other Party not less than 30 days prior written consent of ChoicePointto the due date (including extensions) for such Tax Return and such Tax Return will be revised to reflect any reasonable comments provided in writing by such other Party to the preparing Party not less than 15 days after receiving such draft Tax Return.

Preparation and Filing of Tax Returns. ChoicePoint will PAYMENT OF TAXES. Xxxxx shall prepare and timely file on or will cause to be prepared before the due date therefor (taking into account properly and timely filed granted extensions), all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed by him with respect to all tax periods affected by the Note Termination Transactions. Without limiting the generality of the foregoing, Xxxxx shall file a federal income Tax Return for the period ending December 31, 2001 on or before the due date hereof or therefor, which shall include a completed Form 982 (bReduction of Tax Attributes Due to Discharge of Indebtedness (and Section 1082 Basis Adjustment)) are setting forth the information called for therein with respect to the forgiveness of indebtedness accomplished pursuant to the Note Termination Agreement. It shall be Xxxxx'x primary responsibility to complete his Tax Returns required to be filed after so filed, but the date hereof Company will consult with and (i) are Consolidated Tax Returns or (ii) are advise Xxxxx with respect to Income Taxes those portions of his Tax Returns which are impacted by the Note Termination Transactions. Prior to filing such Tax Returns, Xxxxx will furnish the Company with the portions thereof which are affected by the Note Termination Transactions and are required give the Company the opportunity to be filed on a separate Tax Return basis for any Tax period ending on or before make suggested revisions thereto. The indemnity and other obligations of the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of Company set forth in this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement are expressly made subject to Xxxxx'x compliance with his obligations hereunder and shall be reported on the effective only insofar as Xxxxx complies with such obligations and files his Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and willwhich, insofar as they relate pertain to or are affected by the Note Termination Transactions, are in form and substance reasonably acceptable to the Xxxxxx EntitiesCompany, be on a basis consistent with and any failure by Xxxxx in that regard will relieve the last previous such Tax Returns filed in respect Company of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointobligations hereunder.

Preparation and Filing of Tax Returns. ChoicePoint will (a) The Shareholders shall prepare and execute on behalf of each Company of which they are Shareholders and shall timely file or will cause to be prepared and timely filed filed, all appropriate Federalfederal and state income Tax returns for all taxable periods of each such Company ending on or prior to the Closing Date the failure of which to properly and/or timely file could result in any liability or obligation on the part of the Company, stateBuyer or FYI, provincial, local including without limitation all federal and foreign state income Tax returns for any S Short Year and all Tax returns due prior to the Closing Date ("Shareholder Tax Returns"). All such Shareholder Tax Returns shall be accurate and correct in all material respects. Such Shareholder Tax Returns shall be prepared on a basis consistent with past practice. The Shareholders shall be responsible for the payment of all income Taxes attributable to the income reported on such Shareholder Tax Returns; provided, that amounts with respect to the Shareholders' Tax liability for the S Short Year shall be paid to the Shareholders upon the terms and subject to the conditions set forth in Section 4.8. The Shareholders shall provide to Buyer drafts of the Xxxxxx Entities and their assets or activities that (a) are all such Shareholder Tax Returns required to be prepared and filed on or before by the Shareholders pursuant to this Section 4.9(a) at least sixty (60) days prior to the due date hereof or (bincluding extensions) are for the filing of such Tax returns. In the event of a disagreement between Buyer and the Shareholders over the calculation of taxable income for such Shareholder Tax Returns, the Shareholders shall be required to obtain and produce a letter from an accounting firm reasonably acceptable to FYI and Buyer concluding that the treatment of the specific item at issue should more likely than not be filed after sustained upon examination by the date hereof and (i) are Consolidated IRS. Buyer shall prepare all Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes returns attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result year of the transactions completed by this Agreement shall be reported on Closing Date other than the Shareholder Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 first sentence of this Agreement Section 4.9(a). Except for the Taxes described in the third parenthetical in Section 2.8(a), Buyer shall be responsible for the sole responsibility payment of ChoicePoint and that ChoicePoint all amounts due on such other Tax returns. The Shareholders shall cooperate with Buyer in the filing of such other Tax returns. Buyer shall be solely responsible for the preparation of any all Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed returns of the Companies for all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include taxable periods ending on or before after the date hereof or that include Closing Date, including without limitation all Tax returns for the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such positionC Short Year. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence The Companies shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility responsible for the Taxes reported payment of all amounts due on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointreturns.

Preparation and Filing of Tax Returns. ChoicePoint will (i) Parent shall prepare and timely file file, or will shall cause to be prepared and timely filed filed, all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities Company and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are its Subsidiaries with respect to Income Taxes Pre-Closing Periods (as defined in Section 11.6) which are due after the Closing Date; provided, that Parent shall provide each such Tax Return to the Stockholders’ Representative for its review and are required comment at least fifteen (15) Business Days prior to the date on which such Tax Return is to be filed on a separate filed, and Parent shall make any changes to each such Tax Return basis as are reasonably requested by the Stockholders’ Representative; provided such requested changes would not, in Parent’s reasonable judgment, have materially adverse consequences to the Company, its Subsidiaries, Parent and/or any Affiliate of Parent (including the Surviving Corporation), and, provided further, that such Tax Returns shall be prepared (x) in a manner consistent with past practices except as required by changes in applicable law and (y) for any a pre-closing short year in accordance with Treasury Regulations Section 1.1502-76)(b)(1)(ii). With respect to the preparation of such Tax Returns, Parent and Stockholders’ Representative agree that (A) all Transaction Deductions (as defined in Section 11.6) properly allocable to the taxable period or portion thereof ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) Closing Date and shall be included as deductions on the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result income Tax Returns of the transactions completed by this Agreement Company and its Subsidiaries for such period, and (B) Stockholders’ Representative shall be reported on determine the Tax Returns described in clause (b) amount of the foregoing sentence. It is further understood that any salesTransaction Deductions, use, transfer or similar Taxes attributable subject to the distributions contemplated by Section 2 limitations in the definition of this Agreement Transaction Deductions. The Common Equity Holders shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of remit any Tax Returns relating to such Taxes. LabOne will prepare or cause amounts shown to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any due on such Tax Returns that include periods ending on or before and required to be remitted to the date hereof or that include the activities of any of the Xxxxxx Entities applicable taxing authorities no later than two (2) Business Days prior to the due date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointReturns.

Preparation and Filing of Tax Returns. ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Oxxxxx Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Oxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Oxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Oxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Oxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Oxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePoint.

Preparation and Filing of Tax Returns. ChoicePoint will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required With respect to be filed each Tax Return covering a taxable period ending on or before the date hereof or (b) are Closing Date that is required to be filed after the date hereof and (i) are Consolidated Tax Returns Closing Date for, by or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on the Companies or before the date hereof. It is understood that any Income Taxes attributable to Subsidiaries (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on other than the Tax Returns described in clause paragraph (bc)), Majority Shareholder shall cause such Tax Return to be prepared (at Majority Shareholder's sole cost and expense) and shall cause to be included in such Tax Return all items of income, gain, loss, deduction and credit or other items (collectively "Tax Items") required to be included therein. Majority Shareholder shall determine (by a methodology that uses the principles of an interim closing of the foregoing sentence. It books as of the Closing Date, except for Taxes and Tax Items (including franchise and ad valorum taxes) that are calculated on an annual basis shall be pro rated on a daily basis), the portion, if any, of the Tax shown with respect to the period covered by such Tax Return which is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 Companies or the Subsidiaries for a Pre-Closing Taxable Period. In addition, Majority Shareholder shall cause a Company Tax Return to be prepared (at Majority Shareholder's sole cost and expense) and shall cause to be included in such Company Tax Return all items of this Agreement shall be Tax Items included in any such actual Tax Return, utilizing the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for same methodologies used in the preparation of any such actual Tax Returns relating Return pursuant to such Taxesthis Section 9.1(a). LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities At least 30 days prior to the due date hereof will be prepared with the assistance (including extensions) of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paidMajority Shareholder shall deliver to Buyer a copy of such actual Tax Return (and the corresponding Company Tax Return) and its determinations. None Buyer shall have the right to review and comment on such Tax Return (and the corresponding Company Tax Return) and to request reasonable revisions thereto within 15 days of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of receiving copies thereof. If the Xxxxxx Entities with respect Majority Shareholder and Buyer shall be unable to which LabOne is not obligated agree upon revisions to prepare or cause to be prepared the original such Tax Returns pursuant (and/or the corresponding Company Tax Returns) within 15 days of Majority Shareholder's receipt of Buyer's reasonable objections, then independent tax counsel or a nationally recognized public accounting firm, in each case mutually acceptable to this Section 10.1 without Majority Shareholder and Buyer, shall be engaged to decide the prior written consent dispute, the costs of ChoicePoint.such counsel or accounting firm to be shared equally by Majority

Preparation and Filing of Tax Returns. ChoicePoint will Any tax sharing agreements, tax settlement agreements, arrangements, policies or guidelines, formal or informal, express or implied that may exist between the Companies and Seller or any Affiliate of Seller (other than the Companies) shall terminate as of the Closing Date and, except as specifically provided herein, any obligation to make payments under such agreements shall be cancelled as of the Closing Date. Sellers shall prepare and timely file or will shall cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and Companies, their assets or activities that (a) are required to be filed on or before the date hereof Closing Date or (b) are required to be filed after the date hereof Closing Date and (i) are Consolidated consolidated, combined or unitary Tax Returns or (ii) are with respect to Income Taxes income taxes and are required to be filed on a separate Tax Return basis for any Tax tax period ending on or before the date hereofClosing Date. It is understood that any Income Taxes attributable At Purchaser's request, Sellers shall, to (x) the distributions contemplated extent permitted by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of law, cause the transactions completed by this Agreement shall be reported Companies to end their respective taxable years on the Tax Returns described Closing Date for state income tax purposes, provided that Purchaser shall promptly reimburse Sellers for any additional reasonable costs and expenses, including reasonable accounting costs, incurred by Sellers in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for connection with the preparation of any Tax Returns relating to such Taxestaxable year. LabOne will Purchaser shall prepare or cause to be prepared and will timely shall file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), Companies or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof Closing Date or that include the activities of any of the Xxxxxx Entities Companies prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and willClosing Date shall, insofar as they relate to the Xxxxxx EntitiesCompanies, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx EntitiesCompanies, unless ChoicePoint Sellers or LabOnePurchaser, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne Purchaser or its Affiliates will either of the Companies shall file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities Companies with respect to which LabOne Purchaser is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 8.01 without the prior written consent of ChoicePointSellers; provided that nothing in the preceding sentence shall limit the right of the Companies, subject to Section 8.04, to cooperate with a taxing authority in resolving and determining the tax consequences of any Tax Claim (as such term is defined in Section 8.04(a)).

Preparation and Filing of Tax Returns. ChoicePoint will The Sellers shall prepare and timely file or will shall cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of for the Xxxxxx Entities Company and their assets or activities its Subsidiaries that (a) are required to be filed (taking into account extensions) on or before the date hereof or (b) are Closing Date, and the Sellers shall procure the payment of all Taxes due with such Tax Returns. Any Tax Returns required to be filed after by the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect Sellers pursuant to Income Taxes and are required to the immediately prior sentence shall be filed prepared on a separate basis consistent with the last previous such Tax Return basis for any Tax period ending on Returns. The Buyers shall prepare and timely file or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne for the Company and its subsidiaries and Affiliates Subsidiaries (including the Xxxxxx Entities), or in respect of their assets or activities. Any such excluding any Tax Returns required to be prepared by the Sellers pursuant to Section 7.6(f)). Tax Returns required to be filed by the Buyers for a period that include periods ending ends on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and willClosing Date shall, insofar as they relate to the Xxxxxx EntitiesCompany and its Subsidiaries prior to the Closing Date, be prepared on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entitiesfiled, unless ChoicePoint or LabOne, as the case may be, concludes Buyers conclude that there is no reasonable basis for such position. Any reasonable out-of-pocket costs Tax Returns required to be filed by the Buyers for a Straddle Period shall, insofar as they relate to the Company and expenses incurred in connection its Subsidiaries prior to the Closing Date, be prepared on a basis consistent with the preparation last previous such Tax Returns filed, unless the Buyers conclude that an alternative position is more likely than not the correct position. The Buyers shall (i) cause an election to be made to reduce U.S. Corp’s basis in the stock of the U.S. Diagnostic Entity described in Section 6.1 of the Disclosure Letter to its fair market value pursuant to Section 362(e)(2)(C) of the Code, and filing shall cause such an election to be filed with the relevant Tax Return for the year in which the Closing occurs, (ii) not elect to file consolidated returns for an affiliated group that includes U.S. Corp for the tax year ending on the Closing Date, and (iii) elect to not terminate the Dutch fiscal unity between the Company, Systagenix Wound Management Mid Co B.V. and Systagenix Wound Management IP Co B.V. as a result of the merger of Systagenix Wound Management Mid Co B.V. with and into Systagenix Wound Management BV as described in Section 6.1 of the Disclosure Letter. In the case of any Tax Return referred required to be filed by the Buyers for the Company and its Subsidiaries with respect to Taxes for which the Sellers are required to pay pursuant to this Agreement, the Buyers shall deliver to the Sellers, at least 15 Business Days prior to the due date for the filing of such Tax Return (taking into account extensions) or if the information necessary to prepare such Tax Return is not available 15 Business Days before the due date, then promptly after such information becomes available, a statement setting forth and requesting payment for the amount of Tax for which the Sellers are responsible and a copy of such Tax Return. Any Taxes required to be paid by the Sellers pursuant to this Agreement with respect to Tax Returns for the Company and its Subsidiaries that are required to be filed after the Closing Date shall be paid by the Sellers within 10 days of the due date for such Taxes, or no later than the date such Tax Return is filed if such Tax Return is filed earlier than the applicable due date and the Sellers had a reasonable period to review such Tax Return. For the avoidance of doubt, the Sellers’ obligation to pay their share of Taxes pursuant to this Section 7.6(a) is not subject to the limitations on indemnification set forth in Section 10.5(a) and (b). Solely in the preceding sentence case of any Tax Return which the Buyers are responsible for preparing under this Section 7.6(a) with respect to a Tax for which the Sellers have an indemnification obligation pursuant to this Agreement, the Sellers shall be borne by have the ChoicePoint Entities right to review such Tax Return and LabOne in proportion statement prior to their responsibility for the Taxes reported on filing of such Tax Return, whether or not previously paidand the Sellers and the Buyers agree to consult and resolve in good faith and as promptly as possible any issue arising as a result of the Sellers’ review of such Tax Return and statement. None of LabOne or its Affiliates will Neither party may file any amended Tax Returns for any periods Tax period for or in respect of the Xxxxxx Entities Company and its Subsidiaries with respect to which LabOne the other party is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 7.6(a) without the prior written consent of ChoicePointthe other party. Notwithstanding any provision of this Agreement, the Buyers may not make an election under Section 338(g) of the Code with respect to its purchase or deemed purchase of the Company or any of its Subsidiaries without the Sellers’ written consent. If the Sellers determine that any of the Company and their Subsidiaries is entitled to file or make a formal or informal claim for refund or file an amended Tax Return providing for a refund with respect to a period for which it is obligated to prepare or cause to be prepared the original such Tax Return pursuant to this Section 7.6(a) and with respect to Taxes for which the Sellers have agreed with the Buyers that Sellers have an indemnification obligation pursuant to this Agreement, the Sellers shall be entitled to file or make such claim or amended Tax Return on behalf of such entity and will be entitled to control the prosecution of such refund claims; provided, that the Sellers shall not take any action that would result in any incremental increases in Tax liabilities or decreases in Tax assets and benefits of the Company and its Subsidiaries and their direct and indirect equityholders as reasonably determined by the Buyers other than with the written consent of the Buyers which consent shall not be unreasonably withheld, delayed or conditioned.

Preparation and Filing of Tax Returns. ChoicePoint The Contributor Sellers will prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign include on their Tax Returns in respect all items of income (including deferred revenue), gain, loss, deduction or credit of the Xxxxxx Entities and their assets Company or activities that relate to the Business for taxable periods (aor portions thereof) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It Closing Date reflecting the fact that the Company is understood that a disregarded entity and the Contributor Sellers shall not be deemed for Tax purposes to make any Income Taxes attributable payment to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 Buyer or any transaction governed by a similar provision that will be recognized as a result of its Affiliates with respect to any deferred revenue. Any Tax Returns of the transactions completed by this Agreement shall be reported on the Foreign Companies and any non-income Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer Company for a taxable period (or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include periods portion thereof) ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will Closing Date shall be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect past practices of the Xxxxxx Entities, unless ChoicePoint or LabOneCompany and the Foreign Companies, as the case may be, concludes that there is no reasonable basis for such positionunless prohibited by Law. Any reasonable out-of-pocket costs such Tax Returns of the Foreign Companies shall be prepared by Buyer, and expenses incurred shall be provided to Sellers prior to filing for their review and approval, not to be unreasonably withheld, delayed or conditioned; provided that (i) Sellers shall prepare any Tax Returns of CH Australia for taxable periods ending on or before the Closing Date and deliver such Tax Returns to Buyer or CH Australia for their review and approval, not to be unreasonably withheld, delayed or conditioned, and (ii) Change Australia NewCo shall prepare any consolidated or combined Australian income Tax Returns for the Tax group consisting of CH Australia and Change Australia NewCo for the taxable period beginning on the date of the formation of Change Australia NewCo and a pro forma tax return (or equivalent workpapers) of CH Australia used to prepare such consolidated or combined such Australian income Tax Returns shall be provided to Buyer for its review and approval, not to be unreasonably withheld, delayed or conditioned, and Buyer shall cause CH Australia to consent to be included in such Australian consolidated or combined income Tax Return for the period that it was a member of such Tax group. Except to the extent otherwise provided in the last sentence of Section 5.11(i), in the event that any Taxes are payable by Sellers in respect of any Straddle Period through the Effective Time related to any Tax Return filed by Buyer in accordance with the terms set forth herein, and such Taxes have not otherwise been paid by Sellers or included as a liability in connection with the preparation and calculation of Final Indebtedness, Final Working Capital or Final Transaction Expenses, Sellers shall pay such amount to Buyer no later than five Business Days prior to the filing of any such Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointBuyer.

Preparation and Filing of Tax Returns. ChoicePoint will The Purchaser shall prepare and timely file or will cause to be prepared and timely filed all appropriate Federal, state, provincial, local and foreign Tax Returns in respect of the Xxxxxx Entities and their assets or activities that (a) are required to be filed on or before the date hereof or (b) are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared prepared) and will timely file (or cause to be timely filed filed) all other Tax Pre-Closing Date Returns required to be filed by the Company and each of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities)Subsidiaries, or in respect of their assets or activities. Any such Tax which Pre-Closing Date Returns that include periods ending on or before the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will shall be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on filed in a basis manner consistent with the last previous such Tax Returns filed in respect past practices of the Xxxxxx EntitiesCompany or the applicable Subsidiary, unless ChoicePoint otherwise required by applicable Legal Requirements. The Purchaser shall, at least twenty (20) Business Days prior to filing, submit all such Pre-Closing Date Returns to the Sellers’ Representative for review and approval. The Purchaser and the Sellers’ Representative shall negotiate in good faith to resolve promptly any revisions requested by the Sellers’ Representative. In the event there remains a disagreement after thirty (30) days (or LabOnesuch longer period as mutually agreed between the Purchaser and the Sellers’ Representative) as to whether revisions requested by the Sellers’ Representative should be included in any such Pre-Closing Date Return, the disagreement shall be submitted to the Settlement Accountant for resolution (the expenses of which shall be shared in a manner similar to that set forth in Section 4.1(c)). Upon the Sellers’ Representative’s approval of a Pre-Closing Date Return, or settlement thereof by the Settlement Accountant, the Sellers shall pay to the Purchaser all Taxes shown on any Pre-Closing Date Returns, to the extent that such Taxes are not included in Indebtedness and reflected in the calculation of the Closing Purchase Price or taken into account in the Purchase Price, as finally determined pursuant to Section 4.1, and the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence Purchaser shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare pay or cause to be prepared paid such Taxes with the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointappropriate Governmental Entity.

Preparation and Filing of Tax Returns. ChoicePoint (a) The Company has historically prepared its Federal income Tax returns utilizing the cash basis of accounting, and has informed Buyer that it will prepare elect to convert to the accrual method of accounting on its 2003 Federal income Tax return. The Company will utilize the accrual method of accounting after the consummation of the transactions set forth herein. The Members shall prepare, execute on behalf of the Company and timely file or will cause to be prepared and timely filed filed, all appropriate Federal, state, provincial, local federal and foreign state income Tax Returns in respect returns for all taxable periods of the Xxxxxx Entities and their assets or activities that (a) are required to be filed Company ending on or before prior to the date hereof or (b) are required Effective Date and all Tax returns due prior to the Effective Date and all such returns shall be filed after accurate and correct in all respects. The Members shall be responsible for the date hereof payment of all income Taxes attributable to the income reported on such Tax returns and (i) are Consolidated Tax Returns or (ii) are with respect to Income all Tax liabilities incurred or accrued prior to the Effective Date, all liabilities for Taxes and are required caused by the conversion of the Company from a cash basis of accounting to be filed on a separate Tax Return an accrual basis for of accounting after the Closing (net of any Tax period ending on benefits actually received or before realized by the date hereof. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized Company as a result of such conversion and with such netting or offset to be effective following the transactions completed by this Agreement shall be reported on the Tax Returns described in clause (bCompany’s receipt or realization thereof and expiration of any statutes of limitation applicable to such Taxes) of the foregoing sentence. It is further understood that any sales, use, transfer or similar and all liabilities for Taxes attributable to the distributions contemplated Segregated Accounts. Such Tax returns shall be prepared on a basis consistent with past practice. Buyer shall provide the Members with reasonable access to the books and records of the Company following the Closing for the purpose of preparing such Tax Returns. The Members shall provide to Buyer drafts of all such Tax returns required to be prepared and filed by the Members pursuant to this Section 2 4.2(a) at least thirty (30) days prior to the due date (including extensions) for the filing of such Tax returns. Buyer shall prepare all Tax returns attributable to the year of the Effective Date other than those Tax returns described in the second sentence of this Agreement Section 4.2(a). Buyer shall be responsible for the sole responsibility payment of ChoicePoint and that ChoicePoint all amounts (other than income Taxes) due on such other Tax returns to the extent they were reserved for on the Financial Statements, with the Members responsible to the extent not so reserved. The Members shall cooperate with Buyer in the filing of such Tax returns. Buyer shall be solely responsible for the preparation of any all Tax Returns relating to such Taxes. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed returns of the Company for all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities), or in respect of their assets or activities. Any such Tax Returns that include taxable periods ending on or before after the date hereof or that include the activities of any of the Xxxxxx Entities prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such positionEffective Date. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence The Company shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility responsible for the Taxes reported payment of all amounts due on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointreturns.

Preparation and Filing of Tax Returns. ChoicePoint will prepare and timely file or will Seller shall cause to be prepared and timely filed filed, taking into account all appropriate Federalvalid extensions of time to file, state, provincial, local and foreign all Tax Returns of the Company (or Tax Returns in respect of which the Xxxxxx Entities and their assets or activities Company is required to be included) that (a) are required to be filed for any Pre-Closing Tax Period. All such Tax Returns shall be prepared in accordance with past practice and Seller shall provide copies of such Tax Returns to Buyer for Buyer’s review and reasonable comment twenty (20) days prior to the filing. Seller shall pay or cause to be paid all Taxes shown to be due on Tax Returns that it is responsible for preparing and filing under this Agreement. Buyer shall cause to be prepared and timely filed, taking into account all valid extensions of time to file, all Tax Returns of the Company (or before Tax Returns in which the date hereof Company is required to be included, other than Tax Returns that include Seller or (bits Affiliates) that are required to be filed after the date hereof and (i) are Consolidated Tax Returns or (ii) are with respect to Income Taxes and are required to be filed on a separate Tax Return basis for any Tax period ending on or before the date hereofStraddle Period. It is understood that any Income Taxes attributable to (x) the distributions contemplated by Section 2 of this Agreement or (y) any "deferred intercompany transaction" under Treasury Regulation Section 1.1502-13 or 1.1502-14 or any transaction governed by a similar provision that will be recognized as a result of the transactions completed by this Agreement shall be reported on the Tax Returns described Seller shall, at their expense, cooperate with Buyer in clause (b) of the foregoing sentence. It is further understood that any sales, use, transfer or similar Taxes attributable to the distributions contemplated by Section 2 of this Agreement shall be the sole responsibility of ChoicePoint and that ChoicePoint shall be solely responsible for the preparation of any Straddle Period Tax Returns relating including, without limitation, the furnishing of Tax information for the pre-Closing portion of the Straddle Period. Buyer shall pay to the appropriate Tax Authority the full amount of Taxes shown on any Straddle Period Tax Return, and Seller shall promptly reimburse Buyer for Seller’s share of such Taxes (or Buyer shall promptly pay Seller for Seller’s share of any refund or overpayment of such Taxes) as determined under this Section 8.3. LabOne will prepare or cause to be prepared and will timely file or cause to be timely filed all other Tax Returns required of LabOne and its subsidiaries and Affiliates (including the Xxxxxx Entities)Such determination shall take into account any estimated tax payments made by Seller, or in respect of their assets or activities. Any such Tax Returns that include periods ending on or before the date hereof or that include the activities of any of Seller’s Affiliates or the Xxxxxx Entities Company prior to the date hereof will be prepared with the assistance of the ChoicePoint Entities, and will, insofar as they relate to the Xxxxxx Entities, be on a basis consistent with the last previous such Tax Returns filed in respect of the Xxxxxx Entities, unless ChoicePoint or LabOne, as the case may be, concludes that there is no reasonable basis for such position. Any reasonable out-of-pocket costs and expenses incurred in connection with the preparation and filing of any Tax Return referred to in the preceding sentence shall be borne by the ChoicePoint Entities and LabOne in proportion to their responsibility for the Taxes reported on such Tax Return, whether or not previously paid. None of LabOne or its Affiliates will file any amended Tax Returns for any periods for or in respect of the Xxxxxx Entities with respect to which LabOne is not obligated to prepare or cause to be prepared the original such Tax Returns pursuant to this Section 10.1 without the prior written consent of ChoicePointClosing Date.