Common use of Responsibility for Filing Tax Returns for Periods through Closing Date Clause in Contracts

Responsibility for Filing Tax Returns for Periods through Closing Date. (i) PHMD shall prepare all Tax Returns of the Radiancy Group for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy Group, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers and schedules) and DSKX shall review and comment, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation shall cause the Radiancy Group to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a) or Section 7.2, DSKX, on behalf of the Radiancy Group, shall pay all Taxes shown due and payable on such Tax Returns. (ii) Surviving Corporation shall prepare all Tax Returns of the Radiancy Group for Straddle Periods in a manner consistent with past practice of the Radiancy Group, unless otherwise required under applicable Legal Requirements. Surviving Corporation shall provide PHMD with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and PHMD shall be allowed to review such Tax Returns and provide Surviving Corporation with comments thereto, with Surviving Corporation to accept all reasonable comments provided by PHMD within thirty (30) days of the receipt of an original or revised draft (as applicable). Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date or the Taxable Period to which it relates (including extensions thereof), the Surviving Corporation shall provide a copy of such Tax Return (along with supporting work papers and schedules) and PHMD shall review and comment, in each case as soon as practical before the filing due date (including extensions). PHMD shall reimburse Surviving Corporation for all Taxes shown due and payable on such Tax Returns that are allocable to the Pre–Closing Tax Period no later than three (3) Business Days prior to the due date of the applicable Tax Return, to the extent that the Taxes so allocated exceed the amount, if any, of such Taxes that were taken into account as a liability in determining the Adjusted Working Capital on the Closing Date as finally determined under.

Responsibility for Filing Tax Returns for Periods through Closing Date. (ia) PHMD shall prepare all Tax Returns of the Radiancy Group each Foreign Subsidiary for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy Groupeach Foreign Subsidiary, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX Purchaser with drafts of such Tax Returns (along with supporting work papers workpapers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation Purchaser shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX Purchaser within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers workpapers and schedules) and DSKX the Purchaser shall review and comment, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation Purchaser shall cause the Radiancy Group Foreign Subsidiaries to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a7.1(a) or Section 7.2, DSKX, on behalf of the Radiancy Group, 8.2. PHMD shall pay all Taxes shown due and payable on such Tax Returns. (iib) Surviving Corporation Purchaser shall prepare all Tax Returns of the Radiancy Group each Foreign Subsidiary for Straddle Periods in a manner consistent with past practice of the Radiancy GroupForeign Subsidiaries, unless otherwise required under applicable Legal Requirements. Surviving Corporation Purchaser shall provide PHMD with drafts of such Tax Returns (along with supporting work papers workpapers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and PHMD shall be allowed to review such Tax Returns and provide Surviving Corporation Purchaser with comments thereto, with Surviving Corporation Purchaser to accept all reasonable comments provided by PHMD within thirty (30) days of the receipt of an original or revised draft (as applicable). Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date or the Taxable Period to which it relates (including extensions thereof), the Surviving Corporation Purchaser shall provide a copy of such Tax Return (along with supporting work papers workpapers and schedules) and PHMD shall review and comment, in each case as soon as practical before the filing due date (including extensions). PHMD shall reimburse Surviving Corporation Purchaser for all Taxes shown due and payable on such Tax Returns that are allocable to the Pre–-Closing Tax Period no later than three (3) Business Days prior to the due date of the applicable Tax Return, to the extent that the Taxes so allocated exceed the amount, if any, of such Taxes that were taken into account as a liability in determining the Adjusted Working Capital on the Closing Date as finally determined under.

Responsibility for Filing Tax Returns for Periods through Closing Date. (i) PHMD shall prepare all Tax Returns of the Radiancy Group Company for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy GroupCompany, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers and schedules) and DSKX shall review and comment, in each case as soon as practical before the filing due date (including extensions). The Surviving Corporation shall cause the Radiancy Group to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a) or Section 7.2, DSKX, on behalf of the Radiancy GroupPhotomedix Technology, shall pay all Taxes shown due and payable on such Tax Returns. (ii) The Surviving Corporation shall prepare all Tax Returns of the Radiancy Group Company for Straddle Periods in a manner consistent with past practice of the Radiancy GroupCompany, unless otherwise required under applicable Legal Requirements. Surviving Corporation shall provide PHMD with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and PHMD shall be allowed to review such Tax Returns and provide Surviving Corporation with comments thereto, with Surviving Corporation to accept all reasonable comments provided by PHMD within thirty (30) days of the receipt of an original or revised draft (as applicable). Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date or the Taxable Period to which it relates (including extensions thereof), the Surviving Corporation shall provide a copy of such Tax Return (along with supporting work papers and schedules) and PHMD shall review and comment, in each case as soon as practical before the filing due date (including extensions). PHMD shall reimburse Surviving Corporation for all Taxes shown due and payable on such Tax Returns that are allocable to the Pre–Closing Tax Period no later than three (3) Business Days prior to the due date of the applicable Tax Return, to the extent that the Taxes so allocated exceed the amount, if any, of such Taxes that were taken into account as a liability in determining the Adjusted Working Capital on the Closing Date as finally determined under.

Responsibility for Filing Tax Returns for Periods through Closing Date. (ia) PHMD shall prepare all Tax Returns of the Radiancy Group Foreign Subsidiary for all Taxable Periods ending on or before the Closing Date in a manner consistent with past practice of the Radiancy GroupForeign Subsidiary, unless otherwise required under applicable Legal Requirements. PHMD shall provide DSKX Purchaser with drafts of such Tax Returns (along with supporting work papers workpapers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and Surviving Corporation Purchaser shall be allowed to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX Purchaser within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of such Tax Return (along with supporting work papers workpapers and schedules) and DSKX the Purchaser shall review and comment, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation Purchaser shall cause the Radiancy Group Foreign Subsidiary to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a8.1(a) or Section 7.2, DSKX, on behalf of the Radiancy Group, 9.2. PHMD shall pay all Taxes shown due and payable on such Tax ReturnsReturns to the extent that the amount of such Taxes exceed the amount, if any, of such Taxes that were taken into account as a liability in determining the Working Capital on the Closing Date as finally determined under Section 2.5. (iib) Surviving Corporation Purchaser shall prepare all Tax Returns of the Radiancy Group Foreign Subsidiary for Straddle Periods in a manner consistent with past practice of the Radiancy GroupForeign Subsidiary, unless otherwise required under applicable Legal Requirements. Surviving Corporation Purchaser shall provide PHMD with drafts of such Tax Returns (along with supporting work papers workpapers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions), and PHMD shall be allowed to review such Tax Returns and provide Surviving Corporation Purchaser with comments thereto, with Surviving Corporation Purchaser to accept all reasonable comments provided by PHMD within thirty (30) days of the receipt of an original or revised draft (as applicable). Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date or the Taxable Period to which it relates (including extensions thereof), the Surviving Corporation Purchaser shall provide a copy of such Tax Return (along with supporting work papers workpapers and schedules) and PHMD shall review and comment, in each case as soon as practical before the filing due date (including extensions). PHMD shall reimburse Surviving Corporation Purchaser for all Taxes shown due and payable on such Tax Returns that are allocable to the Pre–-Closing Tax Period no later than three (3) Business Days prior to the due date of the applicable Tax Return, to the extent that the Taxes so allocated exceed the amount, if any, of such Taxes that were taken into account as a liability in determining the Adjusted Working Capital on the Closing Date as finally determined underunder Section 2.5.

Responsibility for Filing Tax Returns for Periods through Closing Date. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date that relate to Pre-Closing Tax Periods, and Parent shall permit Sellers to review and comment on each such Tax Return with respect to a Pre-Closing Tax Period at least ten days prior to filing and shall make such revisions as are reasonably requested by Sellers; provided, however, that notwithstanding the foregoing, (i) PHMD Sellers shall prepare or cause to be prepared and file or cause to be filed all income or gross or net proceeds or receipts Tax Returns of for the Radiancy Group for all Taxable Periods Company that are filed after the Closing Date that relate to Tax periods ending on or before the Closing Date (a “Pre-Closing Period Income Tax Return”), which shall be prepared and filed in a manner that is consistent with past the prior practice of the Radiancy GroupCompany, unless otherwise except as required under by applicable Legal Requirements. PHMD shall provide DSKX with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions)Law, and Surviving Corporation (ii) Sellers shall be allowed permit Parent to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of comment on each such Tax Return at least ten days prior to filing. If Parent disputes any item on such Pre-Closing Period Income Tax Return, it shall notify the Sellers in writing prior to the expiration of said 10-day period of such disputed item (along with supporting work papers and schedulesor items) and DSKX shall review and commentthe basis for its objection. If Parent does not object by written notice within such period, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation shall cause the Radiancy Group to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a) or Section 7.2, DSKX, on behalf amount of the Radiancy Group, shall pay all Taxes shown to be due and payable on such Pre-Closing Period Income Tax Returns. (ii) Surviving Corporation Return shall prepare all Tax Returns of the Radiancy Group for Straddle Periods in a manner consistent with past practice of the Radiancy Group, unless otherwise required under applicable Legal Requirements. Surviving Corporation shall provide PHMD with drafts of such Tax Returns (along with supporting work papers be deemed to be accepted and schedules) within sixty (60) days of the due date therefor (including timely requested extensions)agreed upon, and PHMD shall be allowed to review such Tax Returns final and provide Surviving Corporation with comments thereto, with Surviving Corporation to accept all reasonable comments provided by PHMD within thirty (30) days conclusive for purposes of the receipt of an original or revised draft (as applicablethis Section 6.3(a). Notwithstanding Parent and the foregoing, Sellers shall act in the case of a Tax Return that is due within thirty (30) days after the Closing Date or the Taxable Period good faith to which it relates (including extensions thereof), the Surviving Corporation shall provide a copy of such Tax Return (along with supporting work papers and schedules) and PHMD shall review and comment, in each case as soon as practical before the filing due date (including extensions). PHMD shall reimburse Surviving Corporation for all Taxes shown due and payable on such Tax Returns that are allocable to the Pre–Closing Tax Period no later than three (3) Business Days resolve any dispute prior to the due date of the applicable any such Pre-Closing Period Income Tax Return. If Parent and the Sellers cannot resolve any disputed item(s), to the extent that item in question shall be resolved by the Taxes so allocated exceed Independent Accountant as promptly as practicable, whose determination shall be final and conclusive for purposes of this Section 6.3(a). The fees and expenses of the amountIndependent Accountant shall be paid fifty percent (50%) by Parent and fifty percent (50%) by the Sellers. The Sellers shall timely fill all such Pre-Closing Period Income Tax Returns; provided, however, if any, of any such Taxes that were taken into account as a liability in determining the Adjusted Working Capital on Pre-Closing Period Income Tax Return is filed after the Closing Date and the Sellers are not authorized to execute and file such Pre-Closing Period Income Tax Return by applicable Law, Parent shall execute and file (or cause to be filed) such Pre-Closing Period Income Tax Return (as finally determined underpursuant to this Section 6.3(a)) with the applicable Taxing Authority.

Responsibility for Filing Tax Returns for Periods through Closing Date. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Closing Date that relate to Pre-Closing Tax Periods, and Purchaser shall permit Seller to review and comment on each such Tax Return with respect to a Pre-Closing Tax Period at least ten days prior to filing and shall make such revisions as are reasonably requested by Seller; provided, however, that notwithstanding the foregoing, (i) PHMD Seller shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns of for the Radiancy Group for all Taxable Periods Company that are filed after the Closing Date that relate to Tax periods ending on or before the Closing Date (a “Pre-Closing Period Tax Return”), which shall be prepared and filed in a manner that is consistent with past the prior practice of the Radiancy GroupCompany, unless otherwise except as required under by applicable Legal Requirements. PHMD shall provide DSKX with drafts of such Tax Returns (along with supporting work papers and schedules) within sixty (60) days of the due date therefor (including timely requested extensions)Law, and Surviving Corporation (ii) Seller shall be allowed permit Purchaser to review such Tax Returns and provide PHMD with comments thereto, with PHMD to accept all reasonable comments provided by DSKX within thirty (30) days of the receipt of the original or revised draft (as applicable), and with such Tax Returns, as finally agreed between the Parties, to then be filed by the Party legally required to file such Tax Returns. Notwithstanding the foregoing, in the case of a Tax Return that is due within thirty (30) days after the Closing Date (including extensions thereof), PHMD shall provide a copy of comment on each such Tax Return at least ten days prior to filing If Purchaser disputes any item on such Pre-Closing Period Tax Return, it shall notify the Seller in writing prior to the expiration of said 10-day period of such disputed item (along with supporting work papers and schedulesor items) and DSKX shall review and commentthe basis for its objection. If Purchaser does not object by written notice within such period, in each case as soon as practical before the filing due date (including extensions). Surviving Corporation shall cause the Radiancy Group to timely file returns as finally agreed to. Without duplication for amounts otherwise paid under Section 6.1(a) or Section 7.2, DSKX, on behalf amount of the Radiancy Group, shall pay all Taxes shown to be due and payable on such Pre-Closing Period Tax Returns. (ii) Surviving Corporation Return shall prepare all Tax Returns of the Radiancy Group for Straddle Periods in a manner consistent with past practice of the Radiancy Group, unless otherwise required under applicable Legal Requirements. Surviving Corporation shall provide PHMD with drafts of such Tax Returns (along with supporting work papers be deemed to be accepted and schedules) within sixty (60) days of the due date therefor (including timely requested extensions)agreed upon, and PHMD shall be allowed to review such Tax Returns final and provide Surviving Corporation with comments thereto, with Surviving Corporation to accept all reasonable comments provided by PHMD within thirty (30) days conclusive for purposes of the receipt of an original or revised draft (as applicablethis Section 6.3(a). Notwithstanding Purchaser and the foregoing, Seller shall act in the case of a Tax Return that is due within thirty (30) days after the Closing Date or the Taxable Period good faith to which it relates (including extensions thereof), the Surviving Corporation shall provide a copy of such Tax Return (along with supporting work papers and schedules) and PHMD shall review and comment, in each case as soon as practical before the filing due date (including extensions). PHMD shall reimburse Surviving Corporation for all Taxes shown due and payable on such Tax Returns that are allocable to the Pre–Closing Tax Period no later than three (3) Business Days resolve any dispute prior to the due date of the applicable any such Pre-Closing Period Tax Return. If Purchaser and the Seller cannot resolve any disputed item(s), to the extent that item in question shall be resolved by the Taxes so allocated exceed Independent Accountant as promptly as practicable, whose determination shall be final and conclusive for purposes of this Section 6.3(a). The fees and expenses of the amountIndependent Accountant shall be paid fifty percent (50%) by Purchaser and fifty percent (50%) by the Seller. The Seller shall timely fill all such Pre-Closing Period Tax Returns; provided, however, if any, of any such Taxes that were taken into account as a liability in determining the Adjusted Working Capital on Pre-Closing Period Tax Return is filed after the Closing Date and the Seller is not authorized to execute and file such Pre-Closing Period Tax Return by applicable Law, Purchaser shall execute and file (or cause to be filed) such Pre-Closing Period Tax Return (as finally determined underpursuant to this Section 6.3(a)) with the applicable Taxing Authority.