Common use of Preparation of Returns Clause in Contracts

Preparation of Returns. (a) From and after the Closing Date, Buyer shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company for all taxable periods beginning after the Closing Date. (b) Subject to Section 8.1(c), Buyer shall, at Shareholders’ expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company for all taxable periods ending on or prior to the Closing Date that have not been filed as of the Closing Date, including voluntary disclosure filings in any jurisdictions in which either Company has conducted business but has not previously filed Tax Returns (the “Company Pre-Closing Returns”). The Company Pre-Closing Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise required by applicable law. Buyer shall provide to Shareholder’s Agent, for its review and comment, drafts of the Company Pre-Closing Returns to be filed after the Closing Date not later than 30 days prior to the deadline for filing such returns, and shall make all changes reasonably requested by Shareholder’s Agent; provided that Shareholder’s Agent shall have requested such changes within 20 days after receiving such returns. (c) In the case of any taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”), Buyer shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company that are required to be filed with respect to such Straddle Periods (the “Straddle Period Returns”). The Straddle Period Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise required by applicable law. Buyer shall provide to Shareholder’s Agent, for its review and comment, drafts of the Straddle Period Returns to be filed after the Closing Date not later than 30 days prior to the deadline for filing such returns, and shall make all changes reasonably requested by Shareholder’s Agent; provided that Shareholder’s Agent shall have requested such changes within 20 days after receiving such returns. The Shareholders shall pay to the Company the amount of any Taxes apportioned to the Interim Period at least five (5) days prior to the date for payment of such Taxes to the extent such Taxes exceed the amount, if any, reserved in the Closing Balance Sheet and taken into account in determining any adjustment to the Initial Cash Consideration pursuant to Section 1.2(a).

Preparation of Returns. (a) From and after the Closing Date, Buyer shall, at its own expense, Purchaser shall prepare and file, or cause to be prepared and filed, file or cause to be filed all Returns for the Acquired Companies (except Blocker Corp.) for the Pre-Closing Tax Returns of the Company for all taxable periods beginning Period that are required to be filed after the Closing Date. (b) Subject to Section 8.1(c), Buyer shall, at Shareholders. The Sellers’ expense, Representative shall prepare and file, or cause to be prepared and filedfile or cause to be filed all Returns for Blocker Corp. for the Pre-Closing Tax Period that are required to be filed after the Closing Date. The Blocker Stockholders shall pay, and shall indemnify and hold harmless Buyer and the Acquired Companies from and against, all Taxes payable with respect to such Returns. All Internal Revenue Service Forms 1065 (and any similar form for state and local Tax Returns of purposes due in a jurisdiction that follows the Company for all U.S. federal income Tax treatment) that include taxable periods (or portions thereof) ending on or prior to before the Closing Date but that have not been filed as of the Closing Date, including voluntary disclosure filings in any jurisdictions in which either Company has conducted business but has not previously filed Tax Returns (the “Company Pre-Closing Returns”). The Company Pre-Closing Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise are required by applicable law. Buyer shall provide to Shareholder’s Agent, for its review and comment, drafts of the Company Pre-Closing Returns to be filed after the Closing Date not later than 30 days prior to the deadline for filing (each such returnsReturn, and shall make all changes reasonably requested by Shareholder’s Agent; provided that Shareholder’s Agent shall have requested such changes within 20 days after receiving such returns. (c) In the case of any taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle PeriodPre-Closing Income Tax Return”), Buyer shall, at its own expense, prepare and file, or cause to ) will be prepared and filed, all Tax Returns of the Company that are required to be filed with respect to such Straddle Periods (the “Straddle Period Returns”). The Straddle Period Returns shall be prepared, where relevant, in a manner consistent with the past practices except as otherwise required by applicable lawpractice and custom of the Acquired Companies to the extent consistent with Law. Buyer Purchaser shall provide to Shareholderthe Sellers’ Representative with completed drafts it has prepared of Pre-Closing Income Tax Returns for the Sellers’ Representative’s Agent, for its review and comment, drafts of the Straddle Period Returns to be filed after the Closing Date not later than 30 days prior to the deadline for filing such returns, and shall make all changes reasonably requested by Shareholder’s Agent; provided that Shareholder’s Agent shall have requested such changes within 20 days after receiving such returns. The Shareholders shall pay to the Company the amount of any Taxes apportioned to the Interim Period comment at least five thirty (530) days prior to the due date for payment of filing thereof and shall make such Taxes revisions to such Pre-Closing Income Tax Returns reasonably requested by the extent such Taxes exceed the amount, if any, reserved in the Closing Balance Sheet and taken into account in determining any adjustment to the Initial Cash Consideration pursuant to Section 1.2(a)Sellers’ Representative.

Preparation of Returns. (a) From and after the Closing Date, Buyer shall, at its own expense, Sellers will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns in respect of any of Sellers and the Company Sold Companies for all any taxable periods beginning after period ending on or before the Closing Date. (b) Subject . All such Tax Returns will be prepared on a basis consistent with the last previous similar Tax Return and in accordance with Law. Sellers will timely pay to Section 8.1(c), Buyer shall, at Shareholders’ expense, the relevant Tax Authority all Taxes due in connection with any such Tax Returns. Buyers will prepare and timely file, or cause to be prepared and timely filed, all other Tax Returns in respect of the Company Sold Companies including for all any taxable periods period ending on or prior to the Closing Date that have not been filed as of the Closing Date, including voluntary disclosure filings in any jurisdictions in which either Company has conducted business but has not previously filed Tax Returns (the “Company Pre-Closing Returns”). The Company Pre-Closing Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise required by applicable law. Buyer shall provide to Shareholder’s Agent, for its review and comment, drafts of the Company Pre-Closing Returns to be filed after the Closing Date not later than 30 days prior to the deadline for filing such returns, and shall make all changes reasonably requested by Shareholder’s Agent; provided that Shareholder’s Agent shall have requested such changes within 20 days after receiving such returns. (c) In the case of any taxable period beginning which begins on or before the Closing Date and ending after the Closing Date (a “Straddle Period”). Buyers will provide Sellers with a copy of each proposed Straddle Period Tax Return (and such additional information regarding such Straddle Period Tax Return as may reasonably be requested by Sellers) for its approval (which approval will not be unreasonably withheld or delayed) at least thirty (30) days prior to the filing of such Tax Return and Buyers will take into account Sellers’ reasonable comments on such Tax Return. Any Tax Return to be prepared and filed by Buyers for a Straddle Period will be prepared on a basis consistent with the last previous similar Tax Return and in accordance with Law; provided, Buyer shallhowever, at its own expense, that Buyers may prepare and fileor cause to be prepared any Tax Return for the Straddle Period on an inconsistent basis if Buyers believe that such change is required by Law. Buyers will pay, or cause to be prepared and filedpaid, all Taxes shown as due on the Tax Returns of the Company that are required to be filed with respect to such Straddle Periods (the “Straddle Period Returns”). The Straddle Period Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise required prepared by applicable law. Buyer shall provide to Shareholder’s Agent, for its review and comment, drafts of the Straddle Period Returns to be filed after the Closing Date not later than 30 days prior to the deadline for filing such returns, and shall make all changes reasonably requested by Shareholder’s AgentBuyers under this Section 6.2; provided that Shareholder’s Agent shall have requested such changes within 20 days after receiving such returns. The Shareholders shall pay nothing in this Section 6.2 will affect the rights of Buyers to the Company the amount of any Taxes apportioned to the Interim Period at least five (5) days prior to the date for payment of such Taxes to the extent such Taxes exceed the amount, if any, reserved in the Closing Balance Sheet and taken into account in determining any adjustment to the Initial Cash Consideration pursuant to indemnification under Section 1.2(a)11.10.

Preparation of Returns. (a) From and after the Closing Date, Buyer shall, at its own expense, The Seller shall prepare and filetimely file U.S. federal, or cause to be prepared state and filed, all local income and franchise Tax Returns of relating to the Company for all taxable periods beginning after the Closing Date. (b) Subject to Section 8.1(c), Buyer shall, at Shareholders’ expense, prepare and file, or cause to be prepared and filed, all any Tax Returns of the Company for all taxable periods period ending on or prior to the Closing Date that have not been filed as of the Closing Date, including voluntary disclosure filings in any jurisdictions in and which either Company has conducted business but has not previously filed Tax Returns (the “Company Pre-Closing Returns”). The Company Pre-Closing Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise are required by applicable law. Buyer shall provide to Shareholder’s Agent, for its review and comment, drafts of the Company Pre-Closing Returns to be filed after the Closing Date. With respect to any Returns for which the Seller has filing responsibility pursuant to the preceding sentence, the Company will be included in the consolidated, combined or unitary Tax Returns of the Seller or an Affiliate of the Seller on a basis consistent with prior Tax years unless a different treatment is required by an intervening change in Law. The parties agree that if the Company is permitted, but not required, under applicable state or local income or franchise tax Laws to treat the Closing Date as the last day of a Tax period, they will treat the Tax period as ending on the Closing Date. The Seller shall prepare and timely file all other Returns for any period ending on or prior to the Closing Date to the extent the Seller or an Affiliate of the Seller (other than the Company) previously was responsible for the preparation and filing of such returns for the immediately preceding Tax period. All such Returns required to be filed by the Seller pursuant to the preceding sentence for tax periods that include the Closing Date shall be prepared and filed by the Seller in a manner that is consistent with the prior practice of the Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Company), except as required by applicable Law or regulations. The Buyer shall prepare and timely file or cause the Company to prepare and timely file all Returns for which the Seller is not later than responsible pursuant to this Section 8.4. The Buyer will deliver to the Seller a complete and accurate copy of each Return required to be filed by the Buyer or the Company under this Section 8.4 for Tax periods that include the Closing Date, and any amendment to such Return, at least 30 days prior to the deadline for filing date such returns, and shall make all changes reasonably requested by Shareholder’s Agent; provided that Shareholder’s Agent shall have requested such changes within 20 days after receiving such returns. (c) In the case of any taxable period beginning on or before the Closing Date and ending after the Closing Date (a “Straddle Period”), Buyer shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Company that are required to be Return is filed with respect to such Straddle Periods (the “Straddle Period Returns”). The Straddle Period Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise required by applicable law. Buyer shall provide to Shareholder’s Agent, for its review and comment, drafts of the Straddle Period Returns to be filed after the Closing Date not later than 30 days prior to the deadline for filing such returns, and shall make all changes reasonably requested by Shareholder’s Agent; provided that Shareholder’s Agent shall have requested such changes within 20 days after receiving such returns. The Shareholders shall pay to the Company the amount of any Taxes apportioned to the Interim Period at least five (5) days prior to the date for payment of such Taxes to the extent such Taxes exceed the amount, if any, reserved in the Closing Balance Sheet and taken into account in determining any adjustment to the Initial Cash Consideration pursuant to Section 1.2(a)appropriate Taxing Authority.