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

Preparation and Filing of Tax Returns. 8.10.1 The Company shall be responsible for causing the timely filing of the final pre-Closing Returns for the Company and the Company Subsidiaries; provided, however, that Centerprise and its advisors shall have the right to review and approve such returns prior to filing, which approval shall not be unreasonably withheld. Centerprise shall, and shall cause its Affiliates to, provide to the Company such cooperation and information reasonably requested in filing any return, amended return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. The Company shall bear all costs of filing such returns. 8.10.2 Each of the Company and Centerprise shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as subject to the provisions of Section 351 of the Code.

Preparation and Filing of Tax Returns. 8.10.1 The Company shall be responsible for causing the timely filing of the final pre-Closing Returns for the Company and the Company Subsidiaries; provided, however, that Centerprise CenterPoint and its advisors shall -------- ------- have the right to review and approve such returns prior to filing, which approval shall not be unreasonably withheld. Centerprise CenterPoint shall, and shall cause its Affiliates to, provide to the Company such cooperation and information reasonably requested in filing any return, amended return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. The Company shall bear all costs of filing such returns. 8.10.2 Each of the Company Company, CenterPoint and Centerprise the Stockholders shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as subject to the provisions of Section 351 of the Code.

Preparation and Filing of Tax Returns. 8.10.1 The Company shall be responsible for causing the timely filing of the final pre-Closing Returns for the Company and the Company Subsidiaries; provided, however, that Centerprise CenterPoint and its advisors shall have the right to review and approve such returns prior to filing, which approval shall not be unreasonably withheld. Centerprise CenterPoint shall, and shall cause its Affiliates to, provide to the Company such cooperation and information reasonably requested in filing any return, amended return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. The Company shall bear all costs of filing such returns. 8.10.2 Each of Seller, the Company Company, CenterPoint and Centerprise the Partners shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as subject to the provisions of Section 351 of the Code.

Preparation and Filing of Tax Returns. 8.10.1 The Company shall be responsible for causing the timely filing of the final pre-Closing Returns for the Company and the Company Subsidiaries; provided, however, that Centerprise CenterPoint and its advisors shall have the right to review and approve such returns prior to filing, which approval shall not be unreasonably withheld. Centerprise CenterPoint shall, and shall cause its Affiliates to, provide to the Company such cooperation and information reasonably requested in filing any return, amended return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. The Company shall bear all costs of filing such returns. 8.10.2 Each of Seller, the Company Company, CenterPoint and Centerprise the Members shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as subject to the provisions of Section 351 of the Code.

Preparation and Filing of Tax Returns. 8.10.1 The Company shall be responsible for causing the timely filing of the final pre-Closing Returns for the Company Company, HCVT, the Partners and the Company Subsidiaries; provided, provided however, that Centerprise CenterPoint and its advisors shall have the right to review and approve such returns prior to filing, which approval shall not be unreasonably withheld. Centerprise CenterPoint shall, and shall cause its Affiliates to, provide to the Company such cooperation and information reasonably requested in filing any return, amended return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. The Company shall bear all costs of filing such returns. 8.10.2 Each of HCVT, CenterPoint, the Company Sellers and Centerprise the Partners shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as subject to the provisions of Section 351 of the Code.

Preparation and Filing of Tax Returns. 8.10.1 The VIII.10.1 Each Company shall be responsible for causing the timely filing of the final pre-Closing Returns for the Company and the Company Subsidiariessuch Company; provided, provided however, that Centerprise CenterPoint and its advisors shall have the right to review and approve such returns prior to filing, which approval shall not be unreasonably withheld. Centerprise CenterPoint shall, and shall cause its Affiliates to, provide to the each Company such cooperation and information as any of them reasonably requested in filing any return, amended return or claim for refund, determining a liability for Taxes or a right to refund of Taxes or in conducting any audit or other proceeding in respect of Taxes. The Each Company shall bear all costs of filing such returns. 8.10.2 VIII.10.2 Each of the Company Company, CenterPoint and Centerprise the Stockholders shall comply with the tax reporting requirements of Section 1.351-3 of the Treasury Regulations promulgated under the Code, and shall treat the transaction as subject to the provisions of Section 351 of the Code.