Common use of Returns and Payments Clause in Contracts

Returns and Payments. Seller shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns required to be filed by or with respect to the Company or USIS for a Pre-Closing Tax Period (and Buyer shall (or shall cause the Company) to do the same with respect to any Tax Return required to be filed by or with respect the Company or USIS for a Post-Closing Tax Period or, if required to be filed after the Closing Date, a Straddle Period), and shall timely pay (or cause to be timely paid) any Taxes due in respect of such Tax Returns. Tax Returns required to be filed by or with respect to the Company or USIS for any Pre-Closing Tax Period or Straddle Period shall be prepared in a manner consistent with past practices employed with respect to the Company and USIS, as applicable, except to the extent that Buyer, the Company or USIS determines, with the written advice of independent Tax counsel (to be delivered to Seller as an addressee thereof), that there is not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position or that a Tax Return cannot be so prepared and filed without being subject to penalties. With respect to any Tax Return of the Company or USIS which is to be prepared (or caused to be prepared) by Buyer pursuant to this Section 9.2, but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or (ii) relates to a Straddle Period, the Company shall provide Seller and its Representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is required to be paid by Seller pursuant to Section 9.1(a), together with appropriate supporting information and schedules at least thirty (30) days prior to the due date (including any extension thereof) for the filing of such Tax Return. Seller shall have the right to review such Tax Return, schedule and additional information, if any, prior to the filing of such Tax Return, and Buyer shall reflect on such Tax Return any reasonable comments submitted by Seller at least fifteen (15) days prior to the due date of such Tax Return. Neither Buyer nor any of its Affiliates (including, after the Closing Date, the Company and USIS) shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to the Company or USIS for a Pre-Closing Tax Period or Straddle Period without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed).

Returns and Payments. Seller shall shall, in a timely manner, prepare and file or otherwise furnish in proper form to with the appropriate Taxing Authority (Authority, or cause the Company to be prepared prepare and filed or so furnished) in a timely manner file with the appropriate Taxing Authority, all Tax Returns required to be filed by or with respect to the Company on or USIS for a Pre-before the Closing Tax Period (Date, and Buyer shall (or Seller shall cause the CompanyCompany to pay all Taxes reported as due on such Tax Returns. Seller shall pay all Taxes for which the Company may be liable under Treasury Regulation Section 1.1502-6 (or analogous state or foreign law) due to do being a member in an affiliated group or other group filing on a combined basis, in respect of periods ending on or before the same with Closing Date. With respect to any Tax Return required to be filed by or with respect the Company or USIS for a Post-Closing Tax Period or, if required to be filed after the Closing Date, a Straddle PeriodDate and as to which an amount of Tax may be indemnifiable by Seller pursuant to Section 8.1(a), Seller and Buyer shall timely pay jointly prepare and file such Tax Return with the appropriate Taxing Authority, or jointly cause the Company to prepare and file such Tax Return with the appropriate Taxing Authority. Seller and Buyer shall reasonably cooperate with each other in the preparation of any such Tax Return. If Seller and Buyer cannot agree as to the appropriate treatment of any item on such Tax Return, the issue in dispute shall be reviewed by a nationally recognized accounting firm mutually agreeable to the parties and such accounting firm shall (or cause to be timely paidafter taking into account the positions advocated by each party) any Taxes due determine in respect accordance with the terms of this paragraph the appropriate treatment thereof. The findings of such Tax Returns. Tax Returns required to accounting firm shall be filed by or with respect binding on all parties except to the Company or USIS for any Pre-Closing extent there is a "determination" made to the contrary as such term is defined in Section 1313(a) of the Code, and the Tax Period or Straddle Period Return shall be prepared completed and filed in a manner consistent with past practices employed with respect such findings; provided, however, that if any such decision has not been rendered and made available by the date that is two Business Days prior to the Company and USIS, as applicable, except to the extent that Buyer, the Company or USIS determines, with the written advice of independent Tax counsel (to be delivered to Seller as an addressee thereof), that there is not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position or that a Tax Return cannot be so prepared and filed without being subject to penalties. With respect to any Tax Return of the Company or USIS which is to be prepared (or caused to be prepared) by Buyer pursuant to this Section 9.2, but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or (ii) relates to a Straddle Period, the Company shall provide Seller and its Representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on date when such Tax Return that is required to be paid by Seller pursuant to Section 9.1(a)filed, together with appropriate supporting information and schedules at least thirty (30) days prior to the due date (including any extension thereof) for the filing of such Tax Return. Seller shall have the right to review such Tax Return, schedule and additional information, if any, prior to the filing of such Tax Return, and Buyer shall reflect on cause the Company to file such Tax Return any reasonable comments submitted by Seller at least fifteen (15) days prior to the due date of such Tax Return. Neither Buyer nor any of its Affiliates (including, after the Closing Date, the Company and USIS) shall file an amended Tax Return, or agree to any waiver or extension as of the statute date required by applicable law reflecting the positions of limitations relating to Taxes the Buyer with respect to all disputed items (the "Company or USIS for a Pre-Closing Disputed Tax Period or Straddle Period without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayedPositions").

Returns and Payments. Seller The Company shall prepare and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns required to be filed by or with respect returns, reports and forms ("Returns") relating to the Company and the Subsidiary that are due on or USIS for a Pre-Closing Tax Period (and Buyer shall (before or shall cause the Company) to do the same with respect relate to any Tax Return required to be filed by period ending on or with respect before the date of the Effective Time and any other Returns of the Company or USIS and the Subsidiary, including any Returns for a Post-Closing any Tax Period or, if required to be filed periods beginning before but ending after the Closing Date, a Straddle Period)date of the Effective Time. Returns of the Company and the Subsidiary not yet filed for any Tax period that begins on or before the date of the Effective Time ("Pre-Effective Time Return") shall be prepared, and shall timely pay (or cause to be timely paid) any Taxes due in respect of such Tax Returns. Tax Returns required to be filed by or with respect to the Company or USIS for any Pre-Closing Tax Period or Straddle Period shall be prepared each item thereon treated, in a manner consistent with past practices employed with respect to the Company and USIS, as applicable, the Subsidiary (except to the extent that Buyer, counsel for the Company or USIS determines, with the written advice of independent Tax counsel (to be delivered to Seller as an addressee thereof), that determines there is not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position no reasonable basis in law therefore or determines that a Tax Return cannot be so prepared and filed or an item so reported without being subject to penalties). With respect to any Tax Return of the Company or USIS which is to be prepared (or caused to be prepared) by Buyer pursuant to this Section 9.2, but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or (ii) relates to a Straddle PeriodPre-Effective Time Return, the Company shall provide Seller and its Representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is required to be paid by Seller pursuant to Section 9.1(a), together with appropriate supporting information and schedules at least thirty Shareholders' Representative (30as hereinafter defined) days prior to the due date (including any extension thereof) for the filing of such Tax Return. Seller shall have the right to review such Tax Return, schedule Return and additional information, if any, statement prior to the filing of such Tax Return and the Company agrees to discuss in good faith the items reflected on such Return and any adjustments reasonably requested by the Shareholders' Representative. In the event there is a dispute regarding any adjustment requested by the Shareholders' Representative that cannot be resolved by the parties within 30 days after receipt by the Company of such requested adjustments, the Shareholders' Representative and the Company shall submit the items remaining in dispute for resolution to an Independent Accounting Firm, which shall, within 30 days after such submission, deliver a report to the Company and the Shareholders' Representative setting forth the resolution of such disputed items and the adjustment, if any, to be made to the Return, and Buyer such report shall reflect be final, binding and conclusive on the Shareholders' Representative and the Company. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Shareholders' Representative and the Company in the same proportion that the aggregate amount of such Tax Return any reasonable comments disputed items submitted by Seller at least fifteen (15) days prior to the due Independent Accounting Firm that are unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. The Shareholders and Parent agree that any Tax deduction arising from the exercise of Company 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 such Tax Returnthe Effective Time. Neither Buyer nor any For the avoidance of its Affiliates (including, after the Closing Datedoubt, the Shareholders and Parent agree that the federal income tax period of the Company shall end as of the end of the day of the date of the Effective Time. The Shareholders and USIS) the Parent agree that the Company shall file an amended Tax Returnclaim the deductions arising from the exercise of the Company 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 that includes the Effective Time shall be carried back to prior taxable years, or agree to the extent permissible under law. The Shareholders shall be entitled to any waiver Tax refunds in accordance with Section 8.03. If for any state or extension local income or franchise tax purposes the taxable year that includes the Effective Time does not end as of the statute end of limitations relating the day of the Effective Time, then in addition to Taxes the Tax refund in accordance with respect Section 8.03, Parent shall pay to the Shareholders the amount of any actual state or local tax savings realized by the Company or USIS 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 8.01(b) and such deductions could have otherwise been claimed as a Pre-Closing Tax Period refund if the taxable year had ended on the day of the Effective Time. If (i) the Effective Time is on or Straddle Period without after January 1, 2004 and (ii) the Company is not entitled under such state or local income or franchise tax law to carry back the deductions or losses to prior written consent taxable years, then Parent shall pay to the Shareholders the amount of Seller (which consent shall not be unreasonably withheldany actual tax savings realized by the Company or members of its consolidated or combined group for taxable years beginning after the Effective Time to the extent the Company would have been entitled to a refund of such state or local taxes had the exercise of Company Stock Options and the date of the Effective Time both occurred on December 31, conditioned or delayed)2003.

Returns and Payments. (1) 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 to the appropriate Taxing Authority party (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns required to be filed by or with respect to the Company that are due (taking into account all available extensions) on or USIS for a Pre-before the Closing Date and all Tax Period (and Buyer shall (or shall cause the Company) to do the same Returns with respect to any Tax Return the Company which are required to be filed by on a combined, consolidated, unitary or with respect similar group basis for any tax period of the Company that ends on or USIS for a Post-Closing Tax Period or, if required to be filed after before the Closing Date, which returns shall be prepared in a Straddle Period), and manner consistent with past practice employed by the Company. The Purchaser shall timely pay prepare (or cause the Company to be timely paidprepare) any Taxes due all Tax Returns in respect of such Tax Returns. the Company that are not required to be, or caused to be, prepared and filed by the Seller hereunder including all other Tax Returns required to be filed by the Company for taxable periods ending on or with respect before December 31, 1998, it being understood and agreed that the Purchaser shall not be responsible for the accuracy or completeness of any of the information contained therein. Tax Returns prepared by the Purchaser for any Straddle Period or for any taxable period that ends on or prior to the Company or USIS for any Pre-Closing Tax Period or Straddle Period Reference Date shall be prepared in a manner consistent with past practices employed with respect to by the Company and USIS, as applicable, Seller (except to the extent that Buyer, counsel for the Company or USIS determines, with the written advice of independent Tax counsel (to be delivered to Seller as an addressee thereof), that Purchaser determines there is not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position or that a Tax Return cannot be so prepared and filed without being subject to penaltiesno reasonable basis in law therefor). With respect to any Tax Return of the Company or USIS which is required to be prepared (or caused by the Purchaser hereunder and as to be prepared) by Buyer pursuant which an amount of Tax is allocable to this the Seller under Section 9.2, but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or (ii) relates to a Straddle Period7.01, the Company Purchaser shall provide the Seller and its Representatives authorized representatives with a copy of such completed Tax Return (with which the Purchaser will make available supporting schedules and information), and a statement and supporting schedules certifying the amount of Tax shown on such Tax Return that is required allocable to be paid by the Seller pursuant to Section 9.1(a7.01(b), together with appropriate supporting information and schedules at least thirty (30) 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return. , and the Seller and its authorized representatives shall have the right to review such Tax Return, schedule Return and additional information, if any, statement prior to the filing of such Tax Return, . The Seller and Buyer shall reflect on the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return any reasonable comments submitted and statement by the Seller at least fifteen (15) days prior to or its authorized representatives; provided that such consultation does not delay the due date timely filing of such the Tax Return. Neither Buyer nor any In the event of its Affiliates (including, after the Closing Datea dispute, the Company and USIS) party that is responsible hereunder for the greater amount of Taxes, taking into account on a net present value basis all open taxable periods affected by the issue (including future periods in the case of recurring issues), shall file an amended Tax Return, or agree have the right to make the final determination as to any waiver or extension of the statute of limitations relating to Taxes with respect to the Company or USIS for a Pre-Closing Tax Period or Straddle Period without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)such disputed issue.

Returns and Payments. (a) Seller shall cause the Company to prepare and timely file or otherwise furnish in proper form to the appropriate Taxing Authority party (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns required to be filed by or with respect to the Company that are due (taking into account all available extensions) on or USIS for a Pre-Closing Tax Period (and Buyer shall (or shall cause the Company) to do the same with respect to any Tax Return required to be filed by or with respect the Company or USIS for a Post-Closing Tax Period or, if required to be filed after before the Closing Date, a Straddle Period), Date and shall timely pay (or cause to be timely paid) any Taxes due in respect of such Tax Returns. all Tax Returns required to be filed by or with respect to the Company which are required to be filed on a combined, consolidated, unitary or USIS similar group basis for any Pre-tax period of the Company that ends on or before the Closing Date, which returns shall be prepared in a manner consistent with past practice employed by the Company. Purchaser shall prepare and timely file (or cause the Company to prepare and timely file) all Tax Returns in respect of the Company that are not required to be, or caused to be, prepared and filed by Seller hereunder. Tax Returns prepared by Purchaser for any Straddle Period or Straddle Period for any taxable period that ends on or prior to the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and USIS, as applicable, by Seller (except to the extent that Buyer, the Company or USIS determines, with the written advice of independent Tax counsel (to be delivered to Seller as an addressee thereof), that for Purchaser determines there is not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position or that a Tax Return cannot be so prepared and filed without being subject to penaltiesno reasonable basis in law therefor). With respect to any Tax Return of the Company or USIS which is required to be prepared (or caused by Purchaser hereunder and as to be prepared) by Buyer pursuant which an amount of Tax is allocable to this Seller under Section 9.28.01(b), but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or (ii) relates to a Straddle Period, the Company Purchaser shall provide Seller and its Representatives authorized representatives with a copy of such completed Tax Return (with which Purchaser will make available supporting schedules and information), and a statement and supporting schedules certifying the amount of Tax shown on such Tax Return that is required allocable to be paid by Seller pursuant to Section 9.1(a8.01(b), together with appropriate supporting information and schedules at least thirty (30) 20 days prior to the due date (including any extension thereof) for the filing of such Tax Return. , and Seller and its authorized representatives shall have the right to review such Tax Return, schedule Return and additional information, if any, statement prior to the filing of such Tax Return, . Seller and Buyer shall reflect on Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of the review of such Tax Return any reasonable comments submitted and statement by Seller at least fifteen (15) days prior to or its authorized representatives; provided that such consultation does not delay the due date timely filing of such the Tax Return. Neither Buyer nor any In the event of its Affiliates (including, after the Closing Datea dispute, the Company and USIS) party that is responsible hereunder for the greater amount of Taxes, taking into account on a net present value basis all open taxable periods affected by the issue (including future periods in the case of recurring issues), shall file an amended Tax Return, or agree have the right to make the final determination as to any waiver or extension of the statute of limitations relating to Taxes with respect to the Company or USIS for a Pre-Closing Tax Period or Straddle Period without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed)such disputed issue.

Returns and Payments. Seller (a) Following the Closing, Sellers shall prepare cause Integral Analytics to file, on a basis consistent with past practice (except as required by applicable Law), any and file or otherwise furnish in proper form to the appropriate Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns required to be filed by or with respect to the Company or USIS for a Pre-Closing Tax Period Periods (and Buyer shall other than Straddle Periods), (or shall cause including, without limitation, all Income Tax Returns for the Company) to do the same with respect to any Tax Return required to be filed by or with respect the Company or USIS for a Post-Closing Tax Period or, if required to be filed after ’s taxable year that will end on the Closing Date, a Straddle Period), and shall timely pay ) (or cause to be timely paid) any Taxes due in respect of such Tax Returns. Tax Returns required to be filed by or with respect to the Company or USIS for any Pre-Closing Tax Period or Straddle Period shall be prepared in a manner consistent with past practices employed with respect to the Company and USIS, as applicable, except to the extent that Buyercollectively, the Company or USIS determines, with the written advice of independent Tax counsel (to be delivered to “Seller as an addressee thereof), Prepared Returns”) provided that there is not at least a “substantial authority,” within the meaning of Section 6662(d)(2)(B)(i) of the Code, for a particular position or that a Tax Return cannot be so prepared and filed without being subject to penalties. With respect to any Tax Return of the Company or USIS which is to be prepared (or caused to be prepared) by Buyer pursuant to this Section 9.2, but which (i) could reasonably be expected to result in an indemnity obligation of Seller pursuant to Section 9.1(a) or (ii) relates to a Straddle Period, the Company shall provide Seller and its Representatives with Sellers will supply a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is required Seller Prepared Returns to be paid by Seller pursuant to Section 9.1(a), together with appropriate supporting information and schedules at least Buyer thirty (30) days prior to the due date (including any extension thereof) for filing for the filing of such Tax Return. Seller shall have the right to review such Tax Return, schedule and additional information, if any, prior to the filing of such Tax Return, and Buyer shall reflect on such Tax Return any reasonable comments submitted by Seller at least fifteen (15) days prior to the due date of such Tax Return. Neither Buyer nor any of its Affiliates (including, after the Closing Date, the Company and USIS) shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to the Company or USIS for a Pre-Closing Tax Period or Straddle Period without the prior written consent of Seller (Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, Sellers and Buyer agree that all Transaction Tax Deductions shall be included in the Seller Prepared Returns to the extent permitted by Law. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns other than the Seller Prepared Returns that are filed after the Closing Date (collectively, the “Buyer Prepared Returns”) provided that Buyer will supply a copy of any Buyer Prepared Return that includes Pre-Closing Taxes to the Sellers’ Representative, along with supporting workpapers, for the review and approval of the Sellers’ Representative at least ten (10) days prior to the due date for filing of the Buyer Prepared Return. Buyer shall cause the Buyer Prepared Returns to incorporate any changes reasonably requested by Sellers’ Representative that are consistent with the past practices and customs of Integral Analytics (unless otherwise required by applicable Tax law). The Sellers’ Representatives and Buyer shall attempt in good faith to resolve any disagreements regarding the Buyer Prepared Returns subject to the dispute resolution procedures of Section 8.1(c). In no event shall the provision of comments by the Sellers’ Representatives prevent Buyer from timely filing any Buyer Prepared Return, subject to amendment to reflect the resolution when rendered by the Accounting Referee.