Common use of Preparation of Returns Clause in Contracts

Preparation of Returns. Acquiror shall prepare or cause to be prepared and file or cause to be filed all Returns for Target, any Target Subsidiary or any Target Related Business for the Pre-Closing Tax Period and Straddle Period that are required to be filed after the Closing Date. All Returns filed by Acquiror after the Closing Date will be prepared in a manner consistent with the past practice and custom of Target to the extent consistent with Applicable Law. Acquiror shall provide the Securityholders’ Agent with completed drafts of such Returns for the Securityholders’ Agent’s review and comment at least thirty (30) days prior to the due date for filing thereof in the case of income Tax Returns and as soon as practicable in the case of all other Returns and shall permit the Securityholders’ Agent to review and comment on each income Tax Return relating to or including a Pre-Closing Tax Period prior to filing and shall make such revisions to such Returns reasonably requested which relate to any item on any such Tax Return which the Sellers may be obligated to make payment pursuant to Section 9.8 and such comments are supported by a “more likely than not” chance of success in the event of an audit. The parties hereto agree, with respect to income Tax Returns filed for the Target for the Pre-Closing Tax Period as follows: (i) That Acquiror shall elect pursuant to Treasury Regulation Section 1.1502-75 to file a consolidated federal income Tax Return, and to include the Target in such consolidated federal income Tax Return, for the first taxable period of the Acquiror ending after the Closing Date such that, for federal income Tax purposes, the Closing Date shall be the last day of a taxable period for the Target; (ii) To treat the Transaction Tax Deductions as deductible in the Pre-Closing Tax Period to the extent permitted by applicable Law; (iii) To make (and have the Target make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any “success-based fees” as defined in Revenue Procedure 2011-29, and to include such deduction in the pre-Closing Tax Period; (iv) To not apply the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to any Transaction Tax Deduction; and (v) That for federal income Tax purposes Acquiror (or, to the extent applicable, the Surviving Corporation) may in its sole discretion elect to waive any carryback of a net operating loss or other Tax attribute arising in a taxable period ending on or before the Closing Date.

Preparation of Returns. Acquiror (1) All Returns for a Purchased Entity (other than Mountain Mobile) with respect to any Pre-Closing Period that are to be filed after the date of this Agreement and before the Closing Date shall prepare or cause to be prepared and file filed by Seller and Seller shall pay all taxes due on those Returns. Any federal consolidated income tax return and any state consolidated, unitary or cause combined income tax return that includes a Corporate Entity with respect to be filed all Returns for Target, any Target Subsidiary or any Target Related Business for the Pre-Closing Tax Period and Straddle Period that are required is to be filed after the Closing Date. All Returns Date shall be prepared and filed by Acquiror after Seller and Seller shall pay all Taxes shown as due on those Returns. If any amount shown as due on those Returns is the Closing Date will be prepared in a manner consistent with the past practice and custom obligation of Target Purchasers under Section 10.5(d)(ii), Purchasers shall pay such amount to the extent consistent with Applicable Law. Acquiror shall provide the Securityholders’ Agent with completed drafts of such Returns for the Securityholders’ Agent’s review and comment Seller at least thirty (30) five business days prior to the filing of such Returns. The Returns described above shall be prepared in accordance with the Return Preparation Standard insofar as such Returns relate to a Purchased Entity (other than Mountain Mobile). Seller shall provide Purchaser with a copy of each such Return (and supporting schedules) in the form proposed to be filed by Seller (a "Proposed Return") at least 30 days in advance of the due date for filing thereof in such Return. Purchaser and its authorized representatives shall have the case of income Tax Returns and as soon as practicable in the case of all other Returns and shall permit the Securityholders’ Agent right to review and comment on each income the Proposed Return and Seller shall make any changes reasonably requested by Purchaser in order to cause the Proposed Return to comply with the Return Preparation Standard. Neither Seller nor any affiliate shall file any amended Return or claim for Tax Return relating refund with respect to or including a any Purchased Entity with respect to any Pre-Closing Period, without the consent of Purchaser, if the requested adjustment would increase the Tax Period prior liability of Purchaser for any period unless Seller or the affiliate, as the case may be, agrees to filing indemnify Purchaser for the full cost of such increased Tax liability of Purchaser. (2) Except for state and shall make such revisions to such federal income Tax Returns reasonably requested which relate to any item on any such Tax Return which the Sellers may be obligated to make payment pursuant to Section 9.8 and such comments are supported by a “more likely than not” chance of success described in the event of an audit. The parties hereto agreeparagraph (i) above, all Returns with respect to income Tax Returns a Purchased Entity that are to be filed for the Target for the Pre-Closing Tax Period as follows: (i) That Acquiror shall elect pursuant to Treasury Regulation Section 1.1502-75 to file a consolidated federal income Tax Return, and to include the Target in such consolidated federal income Tax Return, for the first taxable period of the Acquiror ending after the Closing Date such that, for federal income Tax purposes, the Closing Date shall be prepared and filed by Purchasers. With respect to any Pre-Closing Period such Returns shall be prepared in accordance with the last day Return Preparation Standard. Seller shall pay to Purchaser any amounts shown as due on those Returns that is the obligation of a taxable period for Seller under Section 10.5(d)(i) and such payment by Seller shall be made at least five business days prior to the Target; filing of the respective Return. Purchaser shall pay any amount shown as due on such Returns that is not to be paid by Seller as provided above. With respect to any Return described in this paragraph (ii) To treat the Transaction Tax Deductions as deductible in the that includes a Purchased Entity for a Pre-Closing Tax Period Period: (A) Purchaser shall provide Seller with a copy of that Return (and supporting schedules) in the form proposed to be filed by Purchaser as least 30 days in advance of the due date of such Return; and (B) Seller and its authorized representatives shall have the right to review and comment on such Return prior to filing to the extent permitted it relates to a Purchased Entity for a Pre-Closing Period and Purchaser shall make any changes reasonably requested by applicable Law;Seller in order to cause such Return to comply with the Return Preparation Standard for any Pre-Closing Period. (iii3) To make Seller on the one hand, and Purchasers on the other hand, agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books, records and have accounting work papers) relating to a Purchased Entity as is reasonably necessary for the Target make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) preparation of any “success-based fees” as defined in Revenue Procedure 2011-29Return, claim for refund or audit, and to include such deduction in the pre-Closing Tax Period; (iv) To not apply the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) prosecution or defense of any claim, suit or proceeding relating to any Transaction Tax Deduction; and (v) That for federal income Tax purposes Acquiror (or, to the extent applicable, the Surviving Corporation) may in its sole discretion elect to waive any carryback of a net operating loss or other Tax attribute arising in a taxable period ending on or before the Closing Dateproposed adjustment.

Preparation of Returns. Acquiror (i) All Returns for a Purchased Entity or Corporate Entity (other than Mountain Mobile) with respect to any Pre-Closing Period that are to be filed after the date of this Agreement and before the Closing Date shall prepare or cause to be prepared and file filed by Seller and Seller shall pay all taxes due on those Returns. Any federal consolidated income tax return and any state consolidated, unitary or cause combined income tax return that includes a Corporate Entity with respect to be filed all Returns for Target, any Target Subsidiary or any Target Related Business for the Pre-Closing Tax Period and Straddle Period that are required is to be filed after the Closing Date. All Returns Date shall be prepared and filed by Acquiror after Seller and Seller shall pay all Taxes shown as due on those Returns. If any amount shown as due on those Returns is the Closing Date will be prepared in a manner consistent with the past practice and custom obligation of Target Purchasers under Section 10.5(d)(ii), Purchasers shall pay such amount to the extent consistent with Applicable Law. Acquiror shall provide the Securityholders’ Agent with completed drafts of such Returns for the Securityholders’ Agent’s review and comment Seller at least thirty (30) five business days prior to the filing of such Returns. The Returns described above shall be prepared in accordance with the Return Preparation Standard insofar as such Returns relate to a Purchased Entity (other than Mountain Mobile). Seller shall provide Purchaser with a copy of each such Return (and supporting schedules) in the form proposed to be filed by Seller (a "Proposed Return") at least 30 days in advance of the due date for filing thereof in such Return. Purchaser and its authorized representatives shall have the case of income Tax Returns and as soon as practicable in the case of all other Returns and shall permit the Securityholders’ Agent right to review and comment on each income the Proposed Return and Seller shall make any changes reasonably requested by Purchaser in order to caused the Proposed Return to comply with the Return Preparation Standard. Neither Seller nor any affiliate shall file any amended Return or claim for Tax Return relating refund with respect to or including a any Purchased Entity with respect to any Pre-Closing Period, without the consent of Purchaser, if the requested adjustment would increase the Tax Period prior liability of Purchaser for any period unless Seller or the affiliate, as the case may be, agrees to filing indemnify Purchaser for the full cost of such increased Tax liability of Purchaser. (ii) Except for state and shall make such revisions to such federal income Tax Returns reasonably requested which relate to any item on any such Tax Return which the Sellers may be obligated to make payment pursuant to Section 9.8 and such comments are supported by a “more likely than not” chance of success described in the event of an audit. The parties hereto agreeparagraph (i) above, all Returns with respect to income Tax Returns a Purchased Entity or Corporate Entity that are to be filed for the Target for the Pre-Closing Tax Period as follows: (i) That Acquiror shall elect pursuant to Treasury Regulation Section 1.1502-75 to file a consolidated federal income Tax Return, and to include the Target in such consolidated federal income Tax Return, for the first taxable period of the Acquiror ending after the Closing Date such that, for federal income Tax purposes, the Closing Date shall be prepared and filed by Purchasers. With respect to any Pre-Closing Period such Returns shall be prepared in accordance with the last day Return Preparation Standard. Seller shall pay to Purchaser any amounts shown as due on those Returns that is the obligation of a taxable period for Seller under Section 10.5(d)(i) and such payment by Seller shall be made at least five business days prior to the Target; filing of the respective Return. Purchaser shall pay any amount shown as due on such Returns that is not to be paid by Seller as provided above. With respect to any Return described in this paragraph (ii) To treat the Transaction Tax Deductions as deductible in the that includes a Purchased Entity or Corporate Entity for a Pre-Closing Tax Period Period: (A) Purchaser shall provide Seller with a copy of that Return (and supporting schedules) in the form proposed to be filed by Purchaser as least 30 days in advance of the due date of such Return; and (B) Seller and its authorized representatives shall have the right to review and comment on such Return prior to filing to the extent permitted it relates to a Purchased Entity or Corporate Entity for a Pre-Closing Period and Purchaser shall make any changes reasonably requested by applicable Law;Seller in order to cause such Return to comply with the Return Preparation Standard for any Pre-Closing Period. (iii) To make Seller on the one hand, and Purchasers on the other hand, agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books, records and have accounting work papers) relating to a Purchased Entity or Corporate Entity as is reasonably necessary for the Target make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) preparation of any “success-based fees” as defined in Revenue Procedure 2011-29Return, claim for refund or audit, and to include such deduction in the pre-Closing Tax Period; (iv) To not apply the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) prosecution or defense of any claim, suit or proceeding relating to any Transaction Tax Deduction; and (v) That for federal income Tax purposes Acquiror (or, to the extent applicable, the Surviving Corporation) may in its sole discretion elect to waive any carryback of a net operating loss or other Tax attribute arising in a taxable period ending on or before the Closing Dateproposed adjustment.

Preparation of Returns. Acquiror (i) All Returns for a Purchased Entity with respect to a Pre-Closing Period shall prepare or cause to be prepared and file or cause filed by Seller. Sellers shall pay all Taxes shown as due on those Returns; provided that if any amount shown as due on those Returns is the obligation of Purchaser under SECTION 7.7(D)(II), Purchaser shall pay such amount to Sellers at least five (5) Business Days prior to the filing of such Returns. The Returns described above shall be prepared in accordance with the Return Preparation Standard insofar as such Returns relate to a Purchased Entity. Where any Taxes shown as due on any Return are the obligation of Purchaser under SECTION 7.7(D)(II), Sellers shall provide Purchaser with a copy of each such Return (and supporting schedules) in the form proposed to be filed all Returns by Sellers (a "PROPOSED RETURN") at least 30 days in advance of the due date (including any extensions) for Targetsuch Return; Purchaser and their authorized representatives shall have the right to review and comment on the Proposed Return, and Sellers shall make any Target Subsidiary changes reasonably requested by Purchaser in order to cause the Proposed Return to comply with the Return Preparation Standard. Neither Sellers nor any Affiliate shall file any amended Return or claim for Tax refund with respect to any Target Related Business for the Purchased Entity with respect to any Pre-Closing Period, without the consent of Purchaser, if the requested adjustment would increase the Tax Period liability of Purchaser for any period unless Sellers or the Affiliate, as the case may be, agree to indemnify Purchaser for the full cost of such increased Tax liability of Purchaser. (ii) Except for state and Straddle Period federal Income Tax Returns described in paragraph (i) above, all Returns with respect to a Purchased Entity that are required to be filed after the Closing Date. All Returns filed by Acquiror after the Closing Date will be prepared in a manner consistent with the past practice and custom of Target to the extent consistent with Applicable Law. Acquiror shall provide the Securityholders’ Agent with completed drafts of such Returns for the Securityholders’ Agent’s review and comment at least thirty (30) days prior to the due date for filing thereof in the case of income Tax Returns and as soon as practicable in the case of all other Returns and shall permit the Securityholders’ Agent to review and comment on each income Tax Return relating to or including a Pre-Closing Tax Period prior to filing and shall make such revisions to such Returns reasonably requested which relate to any item on any such Tax Return which the Sellers may be obligated to make payment pursuant to Section 9.8 and such comments are supported by a “more likely than not” chance of success in the event of an audit. The parties hereto agree, with respect to income Tax Returns filed for the Target for the Pre-Closing Tax Period as follows: (i) That Acquiror shall elect pursuant to Treasury Regulation Section 1.1502-75 to file a consolidated federal income Tax Return, and to include the Target in such consolidated federal income Tax Return, for the first taxable period of the Acquiror ending after the Closing Date such that, for federal income Tax purposes, the Closing Date shall be the last day of a taxable period for the Target; (ii) To treat the Transaction Tax Deductions as deductible in the Pre-Closing Tax Period to the extent permitted prepared and filed by applicable Law; (iii) To make (and have the Target make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any “success-based fees” as defined in Revenue Procedure 2011-29Purchaser, and to include Purchaser shall pay any amount shown as due on such deduction in the pre-Closing Tax Period; (iv) To not apply the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to any Transaction Tax Deduction; and (v) That for federal income Tax purposes Acquiror (or, to the extent applicable, the Surviving Corporation) may in its sole discretion elect to waive any carryback of a net operating loss or other Tax attribute arising in a taxable period ending on or before the Closing DateReturns.

Preparation of Returns. Acquiror shall (a) From and after the Closing Date, Buyer shall, at its own expense, prepare and file, or cause to be prepared and file filed, all Tax Returns of each Company for all taxable periods beginning after the Closing Date. (b) Subject to Section 8.1(c), Buyer shall, at Stockholder’s expense, prepare and file, or cause to be prepared and filed, all Tax Returns of each Company for all taxable periods ending on or prior to the Closing Date that have not been filed all 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 for Target, any Target Subsidiary or any Target Related Business for (the “Company Pre-Closing Returns”); provided that if any Company Pre-Closing Returns are not prepared by Xxxxxx Xxx and the cost of preparation and filing of such Company Pre-Closing Returns exceeds the cost of preparation of the most recent returns filed in the same jurisdictions (or, if no prior filing has been made with the applicable jurisdiction, of a jurisdiction for which the Tax Period liability for the prior year was closest to the Tax liability of the applicable jurisdiction), then such excess cost shall be paid by Buyer (but in no event shall Buyer be liable for the Taxes shown thereon as due and owing). 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 Stockholder, for her 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 Stockholder; provided that Stockholder shall have requested such changes within 20 days after receiving such returns. (c) If the Election is not made or given effect with respect to a Company, the Acquisition will terminate such Company’s status as an S corporation for federal and state income Tax purposes, and will cause the year in which the Closing Date occurs to be treated as an “S termination year” under Section 1362(e) of the Code. In that case, pursuant to Sections 1362(e)(1) and (e)(6)(D) of the Code, such Company will be required to allocate its items of income, gain, loss, deduction and credit between the S short year (as defined in Section 1362(e)(1)(A) of the Code) and the C short year (as defined in Section 1362(e)(1)(B) of the Code) pursuant to the closing of the books method as specified in Treasury Regulations Section 1.1362-3(b)(1). Buyer shall, at its expense, prepare and file all Tax Returns relating to such Company’s S short year (“S Short Year Returns”). Such S Short Year Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise required by applicable law. Buyer shall provide to Stockholder, for her review and comment, drafts of such S Short Year Returns not later than 30 days prior to the deadline for filing such returns, and shall make all changes reasonably requested by Stockholder; provided that Stockholder shall have requested such changes within 20 days after receiving such returns. The Stockholder shall cause to be timely paid and shall be responsible for all Taxes due with respect to Company Pre-Closing Returns and S Short Year Returns to the extent such Taxes exceed the amount, if any, reserved on the face of the Closing Balance Sheet and taken into account in determining any adjustment to the Initial Cash Consideration pursuant to Section 1.2(a). (d) In the case of any taxable period beginning on or before the Closing Date and ending after the Closing Date to which Section 8.1(c) does not apply (a “Straddle Period Period”), Buyer shall, at its own expense, prepare and file, or cause to be prepared and filed, all Tax Returns of the Companies that are required to be filed after with respect to such Straddle Periods (the Closing Date“Straddle Period Returns”). All The Straddle Period Returns filed by Acquiror after the Closing Date will shall be prepared prepared, where relevant, in a manner consistent with past practices except as otherwise required by applicable law. Buyer shall provide to Stockholder, for her review and comment, drafts of the past practice and custom of Target Company Pre-Closing Returns to be filed after the Closing Date not later than 30 days prior to the extent consistent with Applicable Lawdeadline for filing such returns, and shall make all changes reasonably requested by Stockholder; provided that Stockholder shall have requested such changes within 20 days after receiving such returns. Acquiror The Stockholder shall provide pay to the Securityholders’ Agent with completed drafts Companies the amount of such Returns for any other Taxes apportioned to the Securityholders’ Agent’s review and comment Interim Period at least thirty five (305) days prior to the due date for filing thereof payment of such Taxes to the extent such Taxes exceed the amount, if any, reserved on the face of the Closing Balance Sheet and taken into account in determining any adjustment to the case of income Tax Returns and as soon as practicable in the case of all other Returns and shall permit the Securityholders’ Agent to review and comment on each income Tax Return relating to or including a Pre-Closing Tax Period prior to filing and shall make such revisions to such Returns reasonably requested which relate to any item on any such Tax Return which the Sellers may be obligated to make payment Initial Cash Consideration pursuant to Section 9.8 and such comments are supported by a “more likely than not” chance of success in the event of an audit. The parties hereto agree, with respect to income Tax Returns filed for the Target for the Pre-Closing Tax Period as follows: (i) That Acquiror shall elect pursuant to Treasury Regulation Section 1.1502-75 to file a consolidated federal income Tax Return, and to include the Target in such consolidated federal income Tax Return, for the first taxable period of the Acquiror ending after the Closing Date such that, for federal income Tax purposes, the Closing Date shall be the last day of a taxable period for the Target; (ii) To treat the Transaction Tax Deductions as deductible in the Pre-Closing Tax Period to the extent permitted by applicable Law; (iii) To make (and have the Target make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any “success-based fees” as defined in Revenue Procedure 2011-29, and to include such deduction in the pre-Closing Tax Period; (iv) To not apply the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to any Transaction Tax Deduction; and (v) That for federal income Tax purposes Acquiror (or, to the extent applicable, the Surviving Corporation) may in its sole discretion elect to waive any carryback of a net operating loss or other Tax attribute arising in a taxable period ending on or before the Closing Date1.2(a).

Preparation of Returns. Acquiror (i) All Returns for a Purchased Entity or Corporate Entity (other than Mountain Mobile) with respect to any Pre-Closing Period that are to be filed after the date of this Agreement and before the Closing Date shall prepare or cause to be prepared and file filed by Seller and Seller shall pay all taxes due on those Returns. Any federal consolidated income tax return and any state consolidated, unitary or cause combined income tax return that includes a Corporate Entity with respect to be filed all Returns for Target, any Target Subsidiary or any Target Related Business for the Pre-Closing Tax Period and Straddle Period that are required is to be filed after the Closing Date. All Returns Date shall be prepared and filed by Acquiror after Seller and Seller shall pay all Taxes shown as due on those Returns. If any amount shown as due on those Returns is the Closing Date will be prepared in a manner consistent with the past practice and custom obligation of Target Purchasers under Section 10.5(d)(ii), Purchasers shall pay such amount to the extent consistent with Applicable Law. Acquiror shall provide the Securityholders’ Agent with completed drafts of such Returns for the Securityholders’ Agent’s review and comment Seller at least thirty (30) five business days prior to the filing of such Returns. The Returns described above shall be prepared in accordance with the Return Preparation Standard insofar as such Returns relate to a Purchased Entity (other than Mountain Mobile). Seller shall provide Purchaser with a copy of each such Return (and supporting schedules) in the form proposed to be filed by Seller (a "Proposed Return") at least 30 days in advance of the due date for filing thereof in such Return. Purchaser and its authorized representatives shall have the case of income Tax Returns and as soon as practicable in the case of all other Returns and shall permit the Securityholders’ Agent right to review and comment on each income the Proposed Return and Seller shall make any changes reasonably requested by Purchaser in order to caused the Proposed Return to comply with the Return Preparation Standard. Neither Seller nor any affiliate shall file any amended Return or claim for Tax Return relating refund with respect to or including a any Purchased Entity with respect to any Pre-Closing Period, without the consent of Purchaser, if the requested adjustment would increase the Tax Period prior liability of Purchaser for any period unless Seller or the affiliate, as the case may be, agrees to filing indemnify Purchaser for the full cost of such increased Tax liability of Purchaser. (ii) Except for state and shall make such revisions to such federal income Tax Returns reasonably requested which relate to any item on any such Tax Return which the Sellers may be obligated to make payment pursuant to Section 9.8 and such comments are supported by a “more likely than not” chance of success described in the event of an audit. The parties hereto agreeparagraph (i) above, all Returns with respect to income Tax Returns a Purchased Entity or Corporate Entity that are to be filed for the Target for the Pre-Closing Tax Period as follows: (i) That Acquiror shall elect pursuant to Treasury Regulation Section 1.1502-75 to file a consolidated federal income Tax Return, and to include the Target in such consolidated federal income Tax Return, for the first taxable period of the Acquiror ending after the Closing Date such that, for federal income Tax purposes, the Closing Date shall be prepared and filed by Purchasers. With respect to any Pre-Closing Period such Returns shall be prepared in accordance with the last day Return Preparation Standard. Seller shall pay to Purchaser any amounts shown as due on those Returns that is the obligation of a taxable period for Seller under Section 10.5(d)(i) and such payment by Seller shall be made at least five business days prior to the Target; filing of the respective Return. Purchaser shall pay any amount shown as due on such Returns that is not to be paid by Seller as provided above. With respect to any Return described in this paragraph (ii) To treat the Transaction Tax Deductions as deductible in the that includes a Purchased Entity or Corporate Entity for a Pre-Closing Tax Period Period: (A) Purchaser shall provide Seller with a copy of that Return (and supporting schedules) in the form proposed to be filed by Purchaser at least 30 days in advance of the due date of such Return; and (B) Seller and its authorized representatives shall have the right to review and comment on such Return prior to filing to the extent permitted it relates to a Purchased Entity or Corporate Entity for a Pre-Closing Period and Purchaser shall make any changes reasonably requested by applicable Law;Seller in order to cause such Return to comply with the Return Preparation Standard for any Pre-Closing Period. (iii) To make Seller on the one hand, and Purchasers on the other hand, agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books, records and have accounting work papers) relating to a Purchased Entity or Corporate Entity as is reasonably necessary for the Target make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) preparation of any “success-based fees” as defined in Revenue Procedure 2011-29Return, claim for refund or audit, and to include such deduction in the pre-Closing Tax Period; (iv) To not apply the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) prosecution or defense of any claim, suit or proceeding relating to any Transaction Tax Deduction; and (v) That for federal income Tax purposes Acquiror (or, to the extent applicable, the Surviving Corporation) may in its sole discretion elect to waive any carryback of a net operating loss or other Tax attribute arising in a taxable period ending on or before the Closing Dateproposed adjustment.

Preparation of Returns. Acquiror (i) All Returns for a P&P Entity (other than Mountain Mobile) with respect to any Pre-Closing Period that are to be filed after the Effective Date and before the Closing Date shall prepare or cause to be prepared and file filed by Seller and Seller shall pay all Taxes due on those Returns. Any federal consolidated income tax return and any state consolidated, unitary or cause combined income tax return that includes a P&P Entity with respect to be filed all Returns for Target, any Target Subsidiary or any Target Related Business for the Pre-Closing Tax Period and Straddle any Return for a P&P Entity for which Seller is liable for Income Taxes allocable to any Pre-Closing Period under Section 9.5(b)(i) and that are required is to be filed after the Closing Date. All Returns Date shall be prepared and filed by Acquiror after Seller. Seller shall pay all Taxes shown as due on those Returns; provided that if any amount shown as due on those Returns is the Closing Date will obligation of Purchasers under Section 9.5(d)(ii), Purchasers shall pay such amount to Seller at least five Business Days prior to the filing of such Returns. The Returns described above shall be prepared in a manner consistent accordance with the past practice and custom of Target Return Preparation Standard insofar as such Returns relate to the extent consistent with Applicable Lawa P&P Entity (other than Mountain Mobile). Acquiror Seller shall provide Purchasers with a copy of each such Return (and supporting schedules) in the Securityholders’ Agent with completed drafts of such Returns for the Securityholders’ Agent’s review and comment form proposed to be filed by Seller (a "Proposed Return") at least thirty (30) 30 days prior to in advance of the due date (including any extensions) for filing thereof in such Return. Purchasers and their authorized representatives shall have the case of income Tax Returns and as soon as practicable in the case of all other Returns and shall permit the Securityholders’ Agent right to review and comment on each income the Proposed Return, and Seller shall make any changes reasonably requested by Purchasers in order to cause the Proposed Return to comply with the Return Preparation Standard. Neither Seller nor any Affiliate shall file any amended Return or claim for Tax Return relating refund with respect to or including a any P&P Entity with respect to any Pre-Closing Period, without the consent of Purchasers, if the requested adjustment would increase the Tax Period prior liability of Purchasers for any period unless Seller or the Affiliate, as the case may be, agrees to filing indemnify Purchasers for the full cost of such increased Tax liability of Purchasers. (ii) Except for state and shall make such revisions to such federal income Tax Returns reasonably requested which relate to any item on any such Tax Return which the Sellers may be obligated to make payment pursuant to Section 9.8 and such comments are supported by a “more likely than not” chance of success described in the event of an audit. The parties hereto agreeparagraph (i) above, all Returns with respect to income Tax Returns a P&P Entity that are to be filed for the Target for the Pre-Closing Tax Period as follows: (i) That Acquiror shall elect pursuant to Treasury Regulation Section 1.1502-75 to file a consolidated federal income Tax Return, and to include the Target in such consolidated federal income Tax Return, for the first taxable period of the Acquiror ending after the Closing Date such that, for federal income Tax purposes, the Closing Date shall be the last day of a taxable period for the Target; (ii) To treat the Transaction Tax Deductions prepared and filed by Purchasers, and Purchasers shall pay any amount shown as deductible in the Pre-Closing Tax Period to the extent permitted by applicable Law;due on such Returns. (iii) To make Seller and Purchasers agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance (including access to books, records and have accounting work papers) relating to a P&P Entity as is reasonably necessary for the Target make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) preparation of any “success-based fees” as defined in Revenue Procedure 2011-29Return, claim for refund or audit, and to include such deduction in the pre-Closing Tax Period; (iv) To not apply the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) prosecution or defense of any claim, suit or proceeding relating to any Transaction Tax Deduction; and (v) That for federal income Tax purposes Acquiror (or, to the extent applicable, the Surviving Corporation) may in its sole discretion elect to waive any carryback of a net operating loss or other Tax attribute arising in a taxable period ending on or before the Closing Dateproposed adjustment.

Preparation of Returns. Acquiror shall (a) From and after the Effective Time, Buyer shall, at its own expense, prepare and file, or cause to be prepared and file filed, all Tax Returns of the Company for all taxable periods beginning after the Effective Time. (b) Subject to Section 9.1(c) and Section 9.1(d), Sellers shall, at the Sellers’ 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 Effective Time that have not been filed all Returns for Target, any Target Subsidiary or any Target Related Business for as of the Effective Time (the “Company Pre-Closing Returns”). Such Tax Period Returns shall be prepared, where relevant, in a manner consistent with past practices except as otherwise required by applicable law. Sellers’ Agent shall provide to Buyer, for the Buyer’s review and Straddle Period that are required comment, drafts of the Company Pre-Closing Returns to be filed after the Closing Date. All Effective Time together with supporting schedules and related workpapers, as follows: (i) Income Tax Returns filed by Acquiror after the Closing Date will shall be prepared in a manner consistent with the past practice and custom of Target submitted to Buyer not later than sixty (60) days prior to the extent consistent with Applicable Law. Acquiror deadline for filing such returns (as extended), and (ii) all other Tax Returns shall provide the Securityholders’ Agent with completed drafts of such Returns for the Securityholders’ Agent’s review and comment at least be submitted within thirty (30) days prior to the due date deadline for filing thereof such returns (as extended). Buyer shall submit comments with respect to such Income Tax Returns within thirty (30) days after receiving such returns, and shall submit comments with respect to such non-Income Tax Returns within fifteen (15) days after receiving such returns. Notwithstanding the foregoing, in the event a Company Pre-Closing Return is required to be filed within sixty (60) days after the Closing Date, the Sellers’ Agent and Buyer shall endeavor to provide copies of, and comments to, such Tax Return as soon as reasonably practicable. The Sellers’ Agent and Buyer shall use good faith efforts to resolve any dispute in connection with such comments. Except as otherwise provided in this Section 9.1(b), in the event the Sellers’ Agent and Buyer are unable to agree on any such revisions to the Income Tax Returns of the Company within ten (10) days after Buyer provides its comments, the Sellers’ Agent and Buyer shall engage the Arbiter or such other nationally recognized law or accounting firm mutually acceptable to the Sellers’ Agent and Buyer to resolve the dispute, the costs of which shall be borne in the manner set forth in Section 1.2(f). The Sellers shall pay to the Company the amount of any Taxes due on any Company Pre-Closing Return at least five (5) days prior to the date of payment for such Taxes to the extent such Taxes exceed the amount, if any, reserved on the face of the Closing Balance Sheet or otherwise taken into account in determining the Purchase Price, whether as an adjustment to Closing Net Working Capital or otherwise. (c) In the case of income any taxable period beginning before the Effective Time and ending after the Effective Time (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 the Sellers’ Agent, for the Sellers’ Agent review and comment, drafts of the Straddle Period Returns to be filed after the Effective Time, together with supporting schedules and related workpapers, not later than sixty (60) days prior to the deadline for filing such returns (as extended). The Sellers’ Agent shall submit comments with respect to such Straddle Period Returns to Buyer within thirty (30) days after receiving such returns In the event that any Straddle Period Return is required to be filed within sixty (60) days of the close of the relevant tax period, Buyer and the Sellers’ Agent shall endeavor to provide copies of, and comments to, such returns as soon as practicable in reasonably practicable. If the case of all other Returns and shall permit the SecurityholdersSellers’ Agent does not submit comments within such review period, then Sellers’ Agent will be deemed to have approved such Tax Returns as prepared by Buyer. If Sellers’ Agent delivers comments to Buyer within such review period, the Sellers’ Agent and comment Buyer shall use good faith efforts to resolve any dispute in connection with such comments. In the even the Sellers’ Agent and Buyer are unable to agree on each income Tax Return relating to or including a Pre-Closing Tax Period prior to filing and shall make any such revisions to the Income Tax Returns of the Company within ten (10) days after Sellers’ Agent provides its comments, the Sellers’ Agent and Buyer shall engage the Arbiter or such Returns reasonably requested other nationally recognized law or accounting firm mutually acceptable to the Sellers’ Agent and Buyer to resolve the dispute, the costs of which relate shall be borne in the manner set forth in Section 1.2(f). The Sellers shall pay to the Company the amount of any item other Taxes apportioned to the Interim Period on any such the later of (i) thirty (30) days following the date on which the Sellers’ Agent receives a copy of the Straddle Period Tax Return which and supporting schedules and related workpapers, or (ii) at least five (5) days prior to the date for payment of such Taxes, but only to the extent such Taxes exceed the amount, if any, reserved on the face of the Closing Balance Sheet and taken into account in determining Closing Net Working Capital. (d) Notwithstanding any provision in Section 9.1(c) or Section 9.1(d) to the contrary, the Parties agree the Acquisition shall be reported for federal Income Tax purposes in accordance with Revenue Ruling 99-6 (and to the extent permitted, reported for state and local Income Tax purposes) as (i) a sale of partnership interests with respect to the Sellers, and (ii) as a purchase of the Company’s assets with respect to the Buyer. The Purchase Price and all capitalized costs and any liabilities of the Company required to be treated as sale proceeds for federal (and if applicable, state and local) Income Tax purposes shall be allocated among the assets of the Company in a manner consistent with the allocation set forth on attached Schedule A. The Buyer and the Sellers may be obligated to make payment pursuant to Section 9.8 shall report, act and such comments are supported by a “more likely than not” chance of success in the event of an audit. The parties hereto agreefile all federal Income Tax Returns (which shall include, with respect to income the Buyer, Internal Revenue Service Form 8594) (and if applicable, state and local Income Tax Returns filed for Returns) in a manner consistent with such allocation. Neither the Target for Buyer nor the Pre-Closing Tax Period as follows: Sellers shall take any position (iwhether in audits, tax returns or otherwise) That Acquiror shall elect pursuant that is inconsistent with such allocation unless required to Treasury Regulation Section 1.1502-75 to file a consolidated federal income Tax Return, and to include the Target in such consolidated federal income Tax Return, for the first taxable period of the Acquiror ending after the Closing Date such that, for federal income Tax purposes, the Closing Date shall be the last day of a taxable period for the Target; (ii) To treat the Transaction Tax Deductions as deductible in the Pre-Closing Tax Period to the extent permitted do so by applicable Law;. (iiie) To make (and have the Target make) an election under Revenue Procedure 2011-29 to deduct seventy percent (70%) of any “success-based fees” as defined in Revenue Procedure 2011-29Buyer shall not, and to include such deduction in shall not cause or permit the pre-Closing Company or any of Buyer’s Affiliates to, file an amended Tax Period; (iv) To not apply the “next-day rule” contained in Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to Return or make any Transaction other Tax Deduction; and (v) That for federal income Tax purposes Acquiror (or, filing with respect to the extent applicableCompany for any Tax period or portion thereof ending on or prior to the Effective Time without obtaining the prior written consent of the Sellers’ Agent, which consent may not be unreasonably withheld; provided, however, the Surviving Corporation) Sellers’ Agent may withhold consent in its sole and absolute discretion elect to waive any carryback of a net operating loss if such amendment or other Tax attribute arising in a taxable period ending on or before the Closing Datefiling affects an Income Tax Return.