Common use of Returns and Payments Clause in Contracts

Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller shall cause the Company to prepare and file in proper form with the appropriate Tax Authority in a timely manner all Returns relating to the Company that are due on or before the Closing Date. The Seller shall cause the Company to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Company. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of Returns in respect of Income Taxes and capital Taxes for the Company's 1996 taxable year, the Seller will cause the Company to provide the Purchaser and its authorized representative a copy of such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns or the date of filing. The Purchaser shall cause the Company to prepare and file in proper form with the appropriate Tax authority in a timely manner all Returns relating to the Company that are due after the Closing Date. With respect to Returns, other than Returns in respect of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes with respect to Returns caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns, and the Seller shall reimburse the Purchaser on the due date for such Taxes. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to timely file any Return. Returns of the Company not yet filed for any taxable period that ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company (except to the extent counsel for the party preparing the return renders a legal opinion that there is no reasonable basis in law therefore or determines that a Return cannot be so prepared and filed without being subject to penalties). (b) With respect to Returns, other than Returns in respect of Income Taxes and capital Taxes or VAT, caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes, with respect to Returns caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns and the Seller shall reimburse the Purchaser on the due date for such Taxes for the amount of such Taxes determined to be properly apportioned under Section 6.02(b) to the portion of such period ending on the Closing Date. To the extent that the Seller has caused the Company to pay such Taxes in an amount greater 43 39 than that apportioned under Section 6.02(b), the Purchaser shall reimburse the Seller for the amount of such excess. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect the Purchaser's obligation to cause the Company to timely file any Return. The Purchaser will notify or cause the Company to notify the Seller of any position the Company will take on a Return which would be inconsistent with that taken by the Seller or the Company on prior Returns. If the Purchaser and the Seller disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Company ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Company beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Coopers & Lybrxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Seller. (c) With respect to any Return required to be caused to be filed by the Purchaser with respect to the Company and as to which an amount of Tax is allocable to the Seller under Section 6.02(b), the Purchaser shall cause the Company to provide the Seller and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to the Seller pursuant to Section 6.02(b), together with appropriate supporting information and schedules at least 10 Business Days prior to the due date (including any extension thereof) for the filing of such Return, in the case of Taxes other than payroll, sales and use and Social Security Taxes, or five (5) days prior to the date on which such Return is required to be filed (taking into account any extensions) in the case of payroll, sales and use and Social Security Taxes, and the Seller and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (d) With respect to (y) Returns relating to VAT filed by the Company after the Closing Date for any period ending before the Closing Date and (z) Returns relating to VAT filed by the Company after the Closing Date for any period beginning before and ending after the Closing Date (but as to (z), only for amounts of VAT apportioned pursuant to Section 6.02(b)(i) to the portion of such period ending on the Closing Date), the Seller shall reimburse the Purchaser for any amount of VAT shown on such Return and not refunded, including any amount that is both (i) in respect of self-supplies, as per Article 8 of the Swiss VAT Ordinance and (ii) a cost factor in the Company's profit and loss account. 44 40

Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller shall cause the Company to prepare and file in proper form with the appropriate Tax Authority in a timely manner all Returns relating to the Company that are due on or before the Closing Date. The Seller shall cause the Company to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Company. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of Returns in respect of Income Taxes and capital Taxes for the Company's 1996 taxable year, the Seller will cause the Company to provide the Purchaser and its authorized representative a copy of such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns or the date of filing. The Purchaser shall cause the Company to prepare and file in proper form with the appropriate Tax authority in a timely manner all Returns relating to the Company that are due after the Closing Date. With respect to Returns, other than Returns in respect of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes with respect to Returns caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns, and the Seller shall reimburse the Purchaser on the due date for such Taxes. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to timely file any Return. Returns of the Company not yet filed for any taxable period that ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company (except to the extent counsel for the party preparing the return renders a legal opinion that there is no reasonable basis in law therefore or determines that a Return cannot be so prepared and filed without being subject to penalties). (b) With respect to Returns, other than Returns in respect of Income Taxes and capital Taxes or VAT, caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes, with respect to Returns caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns and the Seller shall reimburse the Purchaser on the due date for such Taxes for the amount of such Taxes determined to be properly apportioned under Section 6.02(b) to the portion of such period ending on the Closing Date. To the extent that the Seller has caused the Company to pay such Taxes in an amount greater 43 39 than that apportioned under Section 6.02(b), the Purchaser shall reimburse the Seller for the amount of such excess. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect the Purchaser's obligation to cause the Company to timely file any Return. The Purchaser will notify or cause the Company to notify the Seller of any position the Company will take on a Return which would be inconsistent with that taken by the Seller or the Company on prior Returns. If the Purchaser and the Seller disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Company ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Company beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Coopers & Lybrxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Seller. (c) With respect to any Return required to be caused to be filed by the Purchaser with respect to the Company and as to which an amount of Tax is allocable to the Seller under Section 6.02(b), the Purchaser shall cause the Company to provide the Seller and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to the Seller pursuant to Section 6.02(b), together with appropriate supporting information and schedules at least 10 Business Days prior to the due date (including any extension thereof) for the filing of such Return, in the case of Taxes other than payroll, sales and use and Social Security Taxes, or five (5) days prior to the date on which such Return is required to be filed (taking into account any extensions) in the case of payroll, sales and use and Social Security Taxes, and the Seller and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (d) With respect to (y) Returns relating to VAT filed by the Company after the Closing Date for any period ending before the Closing Date and (z) Returns relating to VAT filed by the Company after the Closing Date for any period beginning before and ending after the Closing Date (but as to (z), only for amounts of VAT apportioned pursuant to Section 6.02(b)(i) to the portion of such period ending on the Closing Date), the Seller shall reimburse the Purchaser for any amount of VAT shown on such Return and not refunded, including any amount that is both (i) in respect of self-supplies, as per Article 8 of the Swiss VAT Ordinance and (ii) a cost factor in the Company's profit and loss account. 44 40

Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller shall cause the Company to prepare and file in proper form with the appropriate Tax Authority in a timely manner all Returns relating to the Company that are due on or before the Closing Date. The Seller shall cause the Company to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Company. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of the corporate income tax Returns in respect of Income Taxes and capital Taxes for relating to the Company's 1996 taxable yearyear ended March 31, 1997, the Seller will cause the Company to provide the Purchaser and its authorized representative a copy of the Company's related tax books and records pertaining to such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns returns or the date of filing. The Purchaser shall cause the Company to prepare and file in proper form with the appropriate Tax authority in a 45 38 timely manner all Returns relating to the Company that are due after the Closing Date. With respect to Returns, other than Returns in respect of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes VAT, with respect to Returns caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns, and the Seller shall reimburse the Purchaser on the due date for such Taxes. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to timely file any Return. Returns of the Company not yet filed for any taxable period that ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company (except to the extent counsel for the party preparing the return renders a legal opinion that there is no reasonable basis in law therefore or determines that a Return cannot be so prepared and filed without being subject to penalties). (b) With respect to Returns, other than Returns in respect of Income Taxes and capital Taxes or VAT, caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital TaxesVAT, with respect to Returns caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns and the Seller shall reimburse the Purchaser on the due date for such Taxes for the amount of such Taxes determined to be properly apportioned under Section 6.02(b) to the portion of such period ending on the Closing Date. To the extent that the Seller has caused the Company to pay such Taxes in an amount greater 43 39 than that apportioned under Section 6.02(b), the Purchaser shall reimburse the Seller for the amount of such excess. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect the Purchaser's obligation to cause the Company to timely file any Return. The Purchaser will notify or cause the Company to notify the Seller of any position the Company will take on a Return which would be inconsistent with that taken by the Seller or the Company on prior Returns. If the Purchaser and the Seller disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Company ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Company beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Coopers & Lybrxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall 46 39 resolve the issue based on a standard of maximal fairness to both the Purchaser and the Seller. (c) With respect to any Return required to be caused to be filed by the Purchaser with respect to the Company and as to which an amount of Tax is allocable to the Seller under Section 6.02(b), the Purchaser shall cause the Company to provide the Seller and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to the Seller pursuant to Section 6.02(b), together with appropriate supporting information and schedules at least 10 Business Days prior to the due date (including any extension thereof) for the filing of such Return, in the case of Taxes other than payrollwage Taxes, sales social security premiums, and use and Social Security TaxesVAT, or five (5) days prior to the date on which such Return is required to be filed (taking into account any extensions) in the case of payrollwage Taxes, sales social security premiums, and use and Social Security TaxesVAT, and the Seller and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. (d) With respect to (y) Returns relating to VAT filed by the Company after the Closing Date for any period ending before the Closing Date and (z) Returns relating to VAT filed by the Company after the Closing Date for any period beginning before and ending after the Closing Date (but as to (z), only for amounts of VAT apportioned pursuant to Section 6.02(b)(i) to the portion of such period ending on the Closing Date), the Seller shall reimburse the Purchaser for any amount of VAT shown on such Return and not refunded, including any amount that is both (i) in respect of self-supplies, as per Article 8 of the Swiss VAT Ordinance and (ii) a cost factor in the Company's profit and loss account. 44 40

Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller The Principal Shareholders shall cause the Company to and its Subsidiaries to, and the Company shall and shall cause its Subsidiaries to, prepare and file in proper form with the appropriate Tax Authority in a timely manner all Returns Tax returns, reports and forms (“Returns”) relating to the Company or its Subsidiaries that are due on or before the Closing Datedate of the Effective Time. The Seller Principal Shareholders shall cause the Company to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Company. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of Returns in respect of Income Taxes its Subsidiaries to, and capital Taxes for the Company's 1996 taxable year, the Seller will cause the Company to provide the Purchaser shall and its authorized representative a copy of such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns or the date of filing. The Purchaser shall cause the Company to prepare and file in proper form with the appropriate Tax authority its Subsidiaries to, pay in a timely manner all Returns relating to the Company Taxes that are due after the Closing Date. With respect to Returns, other than Returns in respect of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser for any period ending on or before the Closing Date, date of the Purchaser Effective Time. Such Returns shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes with respect to Returns caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returnsprepared, and the Seller shall reimburse the Purchaser on the due date for such Taxes. In the event that the Seller fails to reimburse the Purchaser on the due dateeach item thereon treated, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to timely file any Return. Returns of the Company not yet filed for any taxable period that ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and its Subsidiaries and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between the Tax periods covered by such Returns and subsequent Tax periods. Parent shall have the right to review such Returns for thirty (30) days prior to the filing of such Returns, and the Equityholders’ Representative and the Company agree to discuss with Parent in good faith the items reflected on such Return and any adjustments reasonably requested by Parent. (b) The Surviving Corporation shall prepare and file or cause to be prepared and filed in a timely manner all Returns relating to the Company and its Subsidiaries that are due after the date of the Effective Time with respect to Tax periods beginning before the date of the Effective Time (“Pre-Effective Time Returns”). Pre-Effective Time Returns shall be prepared, and each item thereon treated, in a manner consistent with past practices employed with respect to the Company and its Subsidiaries (except to the extent counsel for the party preparing the return renders a legal opinion that Company determines there is no reasonable basis in law therefore or determines that a Return cannot be so prepared and filed or an item so reported without being subject to penalties). (b) With respect to Returnsand shall utilize accounting methods, other than elections and conventions that do not have the effect of distorting the allocation of income or expense between the Tax periods covered by such Returns in respect of Income Taxes and capital Taxes or VAT, caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returnssubsequent Tax periods. With respect to Income Taxes and capital Taxes, with respect to Returns caused to be filed by the Purchaser for any period beginning before and ending after the Closing DatePre-Effective Time Return, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns and the Seller shall reimburse the Purchaser on the due date for such Taxes for the amount of such Taxes determined to be properly apportioned under Section 6.02(b) to the portion of such period ending on the Closing Date. To the extent that the Seller has caused the Company to pay such Taxes in an amount greater 43 39 than that apportioned under Section 6.02(b), the Purchaser shall reimburse the Seller for the amount of such excess. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect the Purchaser's obligation to cause the Company to timely file any Return. The Purchaser will notify or cause the Company to notify the Seller of any position the Company will take on a Return which would be inconsistent with that taken by the Seller or the Company on prior Returns. If the Purchaser and the Seller disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Company ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Company beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Coopers & Lybrxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Seller. (c) With respect to any Return required to be caused to be filed by the Purchaser with respect to the Company and as to which an amount of Tax is allocable to the Seller under Section 6.02(b), the Purchaser shall cause the Company to provide the Seller and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to the Seller pursuant to Section 6.02(b), together with appropriate supporting information and schedules at least 10 Business Days prior to the due date (including any extension thereof) for the filing of such Return, in the case of Taxes other than payroll, sales and use and Social Security Taxes, or five (5) days prior to the date on which such Return is required to be filed (taking into account any extensions) in the case of payroll, sales and use and Social Security Taxes, and the Seller and its authorized representatives Equityholders’ Representative shall have the right to review and comment on such Return and statement for thirty (30) days prior to the filing of such Return, and the Company agrees to discuss in good faith the items reflected on such Return and any adjustments reasonably requested by the Equityholders’ Representative. (c) Any Tax deduction arising from the exercise of Stock Options on or before the Effective Time shall be allocable to the appropriate Tax period (or portion thereof) ending on or before the date of the Effective Time. For the avoidance of doubt, the federal income tax period of the Company shall be considered for this purpose to end as of the end of the day of the date of the Effective Time. The Pre-Effective Time Returns for the federal income tax period ending with (or if applicable, including) the Effective Time shall claim the deductions arising from the exercise of Stock Options in the taxable year that includes the Effective Time and any unused deductions or loss that are not used in the taxable year of the Company that includes the Effective Time shall be carried back to prior taxable years, to the extent permissible under law. If, and to the extent that, the Tax deductions arising from the exercise of Stock Options on or before the Effective Time would result in a net operating loss for federal, state or local income tax purposes that could be carried back to prior taxable years of the Company ending prior to the year ending or before the date of the Effective Time for purposes of claiming a refund, the Surviving Corporation shall promptly prepare and file a claim for a refund for such Taxes, which claims for refunds (i) in the case of federal income taxes, shall be made using the procedures for a tentative refund provided for in Section 6411 of the Code and the Treasury Regulations thereunder, to the extent such procedures are applicable, and (ii) shall be subject to the review and comment of the Equityholders’ Representative in the manner contemplated in the last sentence of Section 10.2(b). The Equity Holders shall be entitled to the benefit of any Tax refunds for taxable periods of the Company commencing prior to the Effective Time resulting directly from the deductions attributable to the exercise of Stock Options, with such benefit to be paid in accordance with Section 10.2(d) below. If for any state or local income or franchise tax purposes the taxable year that includes the Effective Time does not end as of the end of the day of the Effective Time, then in addition to the Tax refund in accordance with Section 10.2(d), Parent shall pay to the Equity Holders the amount of any actual state or local tax savings realized by the Company or members of its consolidated or combined group for such taxable year that includes the Effective Time to the extent such deductions offset income allocable to the portion of such taxable year after the Effective Time pursuant to Section 10.1(b) and such deductions could have otherwise been claimed as a refund if the taxable year had ended on the day of the Effective Time. For the avoidance of doubt, the Equity Holders shall not be entitled to (i) any benefit of the deductions arising from the exercise of Stock Options on or before the Effective Time to the extent that such deductions do not result in a refund of Taxes with respect to taxable periods of the Company commencing prior to the Effective Time (it being the intent of the parties that any reduction in Taxes for periods commencing after the Effective Time as a result of a carryforward of such deductions or losses attributable thereto shall be solely for the benefit of Parent), or (ii) any refund of Taxes with respect to a period commencing prior to the Effective Time to the extent that such refund is attributable to deductions, losses, credits or adjustments other than the deductions arising from the exercise of Stock Options on or before the Effective Time shall be solely for the benefit of Parent (with the deductions arising from the exercise of Stock Options on or before the Effective Time being considered for this purposes to give rise to a refund of Taxes with respect to taxable periods of the Company commencing prior to the Effective Time only if, and to the extent that, the refund of Taxes for such period(s) exceeds the refund of Taxes that would have been received had such deductions not been claimed). (d) With Any Tax refund (including any interest with respect to (ythereto) Returns relating to VAT filed by the Company after the Closing Date or any of its Subsidiaries for any taxable period ending on or before the Closing Date and (z) Returns relating date of the Effective Time or otherwise allocable to VAT filed by the Company after the Closing Date for any period beginning before and ending after the Closing Date (but as to (z), only for amounts of VAT apportioned pursuant to Section 6.02(b)(i) to the a portion of such the taxable period ending on the Closing Date), date of the Seller shall reimburse Effective Time using the Purchaser for any amount of VAT shown on such Return and not refunded, including any amount appropriate allocation method set forth in Section 10.1 that is both attributable to the deductions arising from the exercise of Stock Options on or before the Effective Time (determined taking into account the last sentence of Section 10.2(c)) shall be the property of the Equity Holders, and if received by Parent or the Surviving Corporation or any of its Subsidiaries shall be payable promptly to the Equityholders’ Representative on behalf of the Equity Holders to be distributed to the Equity Holders by the Equityholders’ Representative based on each Equity Holder’s Sharing Percentage. Notwithstanding the foregoing sentence: (i) any Tax refund (or equivalent benefit to the Equity Holders through a reduction in respect Tax liability) for a period before the date of self-suppliesthe Effective Time arising out of the carryback of a loss or credit incurred by the Company or any of its Subsidiaries in a taxable year ending after the date of the Effective Time that is attributable to a period after the Effective Date using the appropriate allocation method set forth in Section 10.1, as per Article 8 applicable, shall be the property of Parent and, if received by the Swiss VAT Ordinance Equity Holders, shall be payable promptly to Parent; and (ii) if, as of such time, if any, as Parent shall receive a cost factor refund that would be the property of the Equity Holders and payable to the Equity Holders under Section 10.2(c) and/or the foregoing sentence, Taxes have been asserted in writing that would be required to be indemnified by the Company's profit and loss account. 44 40Equity Holder hereunder, all or part of such refund up to an amount equal to 120% of such asserted Taxes shall, at the option of Parent, be deposited into the Escrow Fund for satisfaction of any amounts indemnifiable under Section 9.2(a)(xvii) that have been asserted or subsequently are asserted, until the time set forth in Section 10.4 hereof or until the matter has been resolved, whichever is earlier.

Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller The Company shall cause the Company to prepare and file in proper form with the appropriate Tax Authority in a timely manner all Tax Returns relating to the Company that are due on or before the Closing Datedate of the Effective Time. The Seller Company shall cause pay in a timely manner all Taxes that are due on or before the Company to pay Taxes prior to date of the Closing Date Effective Time. Such Tax Returns shall be prepared, and each item thereon treated, in such amounts and at such times as are a manner consistent with past practices employed with respect to the CompanyCompany and shall utilize accounting methods, elections and conventions that do not have the effect of distorting the allocation of income or expense between the Tax periods covered by such Tax Returns and subsequent Tax periods. In Parent shall have the event that the Closing Date does not occur right to review such Tax Returns for fifteen (15) days prior to the due date (including any extension thereof) for the filing of Returns in respect of Income Taxes and capital Taxes for the Company's 1996 taxable year, the Seller will cause the Company to provide the Purchaser and its authorized representative a copy of such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns or Tax Returns, and the date of filing. The Purchaser shall cause Equityholders’ Representative and the Company agree to discuss with Parent in good faith the items reflected on such Tax Return and any adjustments reasonably requested by Parent. (b) The Surviving Corporation shall prepare and file in proper form with the appropriate Tax authority or cause to be prepared and filed in a timely manner all Tax Returns relating to the Company that are due after the Closing Date. With respect to Returns, other than Returns in respect date of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes Effective Time with respect to Returns caused to be filed by the Purchaser for any period ending on or Tax periods beginning before the Closing Date, date of the Purchaser Effective Time (“Pre-Effective Time Tax Returns”). Pre-Effective Time Tax Returns shall cause the Company to pay the Taxes shown as due and owing on such Returnsbe prepared, and the Seller shall reimburse the Purchaser on the due date for such Taxes. In the event that the Seller fails to reimburse the Purchaser on the due dateeach item thereon treated, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to timely file any Return. Returns of the Company not yet filed for any taxable period that ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company (except to the extent counsel for the party preparing the return renders a legal opinion that Company determines there is no reasonable basis in law therefore therefor or determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). (b) With respect to Returnsand shall utilize accounting methods, other than elections and conventions that do not have the effect of distorting the allocation of income or expense between the Tax periods covered by such Tax Returns in respect of Income Taxes and capital Taxes or VAT, caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returnssubsequent Tax periods. With respect to Income Taxes and capital Taxes, with respect to Returns caused to be filed by the Purchaser for any period beginning before and ending after the Closing DatePre-Effective Time Tax Return, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns and the Seller shall reimburse the Purchaser on the due date for such Taxes for the amount of such Taxes determined to be properly apportioned under Section 6.02(b) to the portion of such period ending on the Closing Date. To the extent that the Seller has caused the Company to pay such Taxes in an amount greater 43 39 than that apportioned under Section 6.02(b), the Purchaser shall reimburse the Seller for the amount of such excess. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect the Purchaser's obligation to cause the Company to timely file any Return. The Purchaser will notify or cause the Company to notify the Seller of any position the Company will take on a Return which would be inconsistent with that taken by the Seller or the Company on prior Returns. If the Purchaser and the Seller disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Company ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Company beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Coopers & Lybrxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Seller. (c) With respect to any Return required to be caused to be filed by the Purchaser with respect to the Company and as to which an amount of Tax is allocable to the Seller under Section 6.02(b), the Purchaser shall cause the Company to provide the Seller and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to the Seller pursuant to Section 6.02(b), together with appropriate supporting information and schedules at least 10 Business Days prior to the due date (including any extension thereof) for the filing of such Return, in the case of Taxes other than payroll, sales and use and Social Security Taxes, or five (5) days prior to the date on which such Return is required to be filed (taking into account any extensions) in the case of payroll, sales and use and Social Security Taxes, and the Seller and its authorized representatives Equityholders’ Representative shall have the right to review and comment on such Tax Return and statement for fifteen (15) days prior to the filing of such Tax Return. (d) With respect to (y) Returns relating to VAT filed , and the Surviving Corporation shall discuss in good faith the items reflected on such Tax Return and any adjustments reasonably requested by the Company after the Closing Date for any period ending before the Closing Date and (z) Returns relating to VAT filed by the Company after the Closing Date for any period beginning before and ending after the Closing Date (but as to (z), only for amounts of VAT apportioned pursuant to Section 6.02(b)(i) to the portion of such period ending on the Closing Date), the Seller shall reimburse the Purchaser for any amount of VAT shown on such Return and not refunded, including any amount that is both (i) in respect of self-supplies, as per Article 8 of the Swiss VAT Ordinance and (ii) a cost factor in the Company's profit and loss account. 44 40Equityholders’ Representative.

Returns and Payments. (ai) From the date of this Agreement and through and after the Closing Date, the Seller shall cause the Company to prepare and timely file in proper form with the appropriate (or cause to be prepared and timely filed) all Pre- Closing Period Tax Authority in a timely manner all Returns. If any such Pre-Closing Period Tax Returns relating to the Company that are due on or before the Closing Date. The Seller shall cause the Company to pay Taxes prior to the Closing Date in such amounts and at such times as are consistent with past practices employed with respect to the Company. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of Returns in respect of Income Taxes and capital Taxes for the Company's 1996 taxable year, the Seller will cause the Company to provide the Purchaser and its authorized representative a copy of such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns or the date of filing. The Purchaser shall cause the Company to prepare and file in proper form with the appropriate Tax authority in a timely manner all Returns relating to the Company that are due after the Closing DateDate (taking into account valid extensions to which such Tax Returns are subject) and if the Seller is not authorized by law to file such Pre-Closing Period Tax Returns, the Buyer shall file (or cause to be filed) such Pre-Closing Period Tax Return (which will be prepared by Seller) with the appropriate Taxing Authority. With The Seller shall pay or cause to be paid all Taxes with respect to Returns, other than Returns in respect of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser Company for any taxable period ending on or before the Closing Date, except to the Purchaser shall cause extent such Taxes are included in the Company to pay Final Working Capital or Target Working Capital. If any Pre-Closing Period Tax Return is due after the Taxes shown as due Closing Date and owing on such Returns. With respect to Income Taxes and capital Taxes with respect to Returns caused is to be filed by the Purchaser for any period ending on or before the Closing DateBuyer as set forth above, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns, and the Seller shall reimburse pay to the Purchaser on Buyer all Taxes due and payable in respect of such Pre-Closing Period Tax Returns no later than three (3) days prior to the due date for of such Taxes. In Tax Return, except to the event that extent such Taxes are included in the Seller fails to reimburse the Purchaser on the due date, the Purchaser Final Working Capital or Target Working Capital. (ii) The Buyer shall be entitled to interest on the amount caused prepare and timely file (or cause to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to prepared and timely file any Return. filed), all other Tax Returns of the Company not yet filed for Company, including any taxable period that ends on or before the Closing Date Straddle Period Tax Returns. All Straddle Period Tax Returns shall be prepared and filed in a manner that is consistent with past practices employed the prior practice of the Company, except as required by applicable law. With respect to any Straddle Period Tax Return required to be filed with respect to the Company (except to the extent counsel for the party preparing the return renders a legal opinion that there is no reasonable basis in law therefore or determines that a Return cannot be so prepared and filed without being subject to penalties). (b) With respect to ReturnsCompany, other than Returns in respect of Income Taxes and capital Taxes or VAT, caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes, with respect to Returns caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns and the Seller shall reimburse the Purchaser on the due date for such Taxes for the amount of such Taxes determined to be properly apportioned under Section 6.02(b) to the portion of such period ending on the Closing Date. To the extent that the Seller has caused the Company to pay such Taxes in an amount greater 43 39 than that apportioned under Section 6.02(b), the Purchaser shall reimburse the Seller for the amount of such excess. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect the Purchaser's obligation to cause the Company to timely file any Return. The Purchaser will notify or cause the Company to notify the Seller of any position the Company will take on a Return which would be inconsistent with that taken by the Seller or the Company on prior Returns. If the Purchaser and the Seller disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Company ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Company beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Coopers & Lybrxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Seller. (c) With respect to any Return required to be caused to be filed by the Purchaser with respect to the Company and as to which an amount of Tax is allocable to the Seller under pursuant to Section 6.02(b6.1(d), the Purchaser Buyer shall cause the Company to provide the Seller and its authorized representatives with a copy of such completed Return Straddle Period Tax Return, for its review and approval, and a statement (with which Buyer will make available supporting schedules and information) certifying the amount of Tax shown on such Straddle Period Tax Return that is allocable to the Seller pursuant to Section 6.02(b), together with appropriate supporting information and schedules 6.1(d) at least 10 Business Days 30 days prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return, . The Seller and the Buyer agree to consult and to attempt in good faith to resolve any issues arising from the case Seller’s review of Taxes other such Straddle Period Tax Return and statement. No later than payroll, sales and use and Social Security Taxes, or five three (53) days prior to the date on which such Return is required to be filed (taking into account any extensions) in the case of payroll, sales and use and Social Security Taxes, and the Seller and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Straddle Period Tax Return. (d) With respect to (y) Returns relating to VAT filed by the Company after the Closing Date for any period ending before the Closing Date and (z) Returns relating to VAT filed by the Company after the Closing Date for any period beginning before and ending after the Closing Date (but as to (z), only for amounts of VAT apportioned pursuant to Section 6.02(b)(i) to the portion of such period ending on the Closing Date), the Seller shall reimburse pay the Purchaser for any Buyer the amount of VAT shown on such Return and not refunded, including any amount that is both (i) in respect of self-supplies, as per Article 8 the Seller’s share of the Swiss VAT Ordinance and (ii) a cost factor Tax liability for the Straddle Period determined under Section 6.1(d), except to the extent such Taxes are included in the Company's profit and loss account. 44 40Final Working Capital or Target Working Capital.

Returns and Payments. (a) From the date of this Agreement through the Closing Date, the Seller shall cause the Company to prepare and file or otherwise furnish in proper form with to the appropriate Tax Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns relating with respect to the Company that are due for Taxable Periods ending on or before the Closing Effective Date. The Seller Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to the Company to pay Taxes prior to for any Taxable Period ending after the Closing Date Effective Date. Tax Returns of the Company with respect to Straddle Period Taxes shall be prepared in such amounts and at such times as are a manner reasonably consistent with past practices employed with respect to the Company, except where a contrary manner is required by law. In the event that the Closing Date does not occur prior to the due date (including any extension thereof) for the filing of Returns in respect of Income Taxes and capital Taxes for the Company's 1996 taxable year, the Seller will cause the Company to provide the Purchaser and its authorized representative a copy of such completed Returns at least 10 Business Days prior to the earlier of the due date (including any extension thereof) for the filing of such Returns or the date of filing. The Purchaser shall cause the Company to prepare and file in proper form with the appropriate Tax authority in a timely manner all Returns relating to the Company that are due after the Closing Date. With respect to Returns, other than Returns in respect of Income Taxes, capital Taxes and VAT, caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes with respect to Returns caused to be filed by the Purchaser for any period ending on or before the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns, and the Seller shall reimburse the Purchaser on the due date for such Taxes. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect Purchaser's obligation to cause the Company to timely file any Return. Returns of the Company not yet filed for any taxable period that ends on or before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company (except to the extent counsel for the party preparing the return renders a legal opinion that there is no reasonable basis in law therefore or determines that a Return cannot be so prepared and filed without being subject to penalties). (b) With respect to Returns, other than Returns in respect of Income Taxes and capital Taxes or VAT, caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns. With respect to Income Taxes and capital Taxes, with respect to Returns caused to be filed by the Purchaser for any period beginning before and ending after the Closing Date, the Purchaser shall cause the Company to pay the Taxes shown as due and owing on such Returns and the Seller shall reimburse the Purchaser on the due date for such Taxes for the amount of such Taxes determined to be properly apportioned under Section 6.02(b) to the portion of such period ending on the Closing Date. To the extent that the Seller has caused the Company to pay such Taxes in an amount greater 43 39 than that apportioned under Section 6.02(b), the Purchaser shall reimburse the Seller for the amount of such excess. In the event that the Seller fails to reimburse the Purchaser on the due date, the Purchaser shall be entitled to interest on the amount caused to be paid by the Purchaser but in no event shall such failure affect the Purchaser's obligation to cause the Company to timely file any Return. The Purchaser will notify or cause the Company to notify the Seller of any position the Company will take on a Return which would be inconsistent with that taken by the Seller or the Company on prior Returns. If the Purchaser and the Seller disagree on the position taken and the position would in any way alter the balance of Taxes owing or Tax refunds or credits obtainable with respect to (i) any Tax period of the Company ending on or prior to the Closing Date or (ii) in the case of Tax refunds or credits, any period up to and including the Closing Date which is part of a Tax period of the Company beginning prior to and ending after the Closing Date, then the parties shall submit the matter to a mutually selected independent nationally recognized accounting firm, other than KPMG Peat Marwick and its affiliates and Coopers & Lybrxxx xxx its affiliates (the "Independent Firm"), and the Independent Firm shall resolve the issue based on a standard of maximal fairness to both the Purchaser and the Seller. (c) With respect to any Return required to be caused to be filed by the Purchaser with respect to the Company and as to which an amount of Tax is allocable to the Seller under Section 6.02(b), the Purchaser shall cause the Company to provide the Seller and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to the Seller pursuant to Section 6.02(b6.1(b), together with appropriate supporting information and schedules at least 10 Business Days forty-five (45) days prior to the due date (including any extension extensions thereof) for the filing of such Tax Return, in the case of Taxes and such other than payroll, sales and use and Social Security Taxes, or five (5) days prior to the date on which such Return is required to be filed (taking into account any extensions) in the case of payroll, sales and use and Social Security Taxes, and the Seller party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. (db) With Seller shall pay or cause to be paid when due and payable all Taxes with respect to (y) Returns relating to VAT filed by the Company after the Closing Date for any period Taxable Period ending on or before the Closing Effective Date and (z) Returns relating to VAT filed by the Company after extent such Taxes exceed the amount, if any, accrued for such Taxes in the calculation of the Purchase Price. To the extent the amount accrued for any Taxes as of the Closing Effective Date exceeds the actual amount of such Taxes that are due and payable for any period beginning periods ending on or before and ending after the Closing Date (but as Effective Date, Purchaser shall promptly remit such excess to (z), only for amounts of VAT apportioned pursuant to Section 6.02(b)(i) to the portion of such period ending on the Closing Date), the Seller shall reimburse the Purchaser for any amount of VAT shown on such Return and not refunded, including any amount that is both (i) in respect of self-supplies, as per Article 8 of the Swiss VAT Ordinance and (ii) a cost factor in the Company's profit and loss account. 44 40Seller.