Common use of Returns and Payments Clause in Contracts

Returns and Payments. (a) Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to the RFG Family Entities due after the Closing Date (including any valid extensions of time). Tax Returns of the RFG Family Entities due after the Closing Date that relate to any period beginning before the Closing Date (such Tax Returns, the “Straddle Return”) shall be prepared in a manner reasonably consistent with past practices employed with respect to the RFG Family Entities, except where a contrary manner is required by Law. Purchaser shall provide the Sellers’ Representative with a copy of each completed Straddle Return (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Return solely relating to the RFG Family Entities), together with appropriate supporting information and schedules at least fifteen days prior to the due date (including any extensions thereof) for the filing of such Straddle Return, and the Sellers’ Representative shall have the right to review and comment on such Straddle Return prior to the filing of such Straddle Return and Purchaser shall accept all reasonable comments provided by the Sellers’ Representative; provided, however, that for any Straddle Return required to be filed within ninety days of the Closing Date (taking into account any available extensions), Purchaser shall instead use commercially reasonable efforts to afford the Sellers’ Representative a reasonable opportunity (but in no event less than ten business days) to review and approve such Straddle Return prior to filing. The failure of the Sellers’ Representative to propose any changes to any such Straddle Return within fifteen days following the receipt thereof shall be deemed to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreement.

Returns and Payments. (a) Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to the RFG Family Entities due after the Closing Date (including any valid extensions of time). Tax Returns of the RFG Family Entities due after the Closing Date that relate to any period beginning before the Closing Date (such Tax Returns, the “Straddle Return”) shall be prepared in a manner reasonably consistent with past practices employed with respect to the RFG Family Entities, except where a contrary manner is required by Law. Purchaser shall provide the Sellers’ Representative with a copy of each completed Straddle Return (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Return solely relating to the RFG Family Entities), together with appropriate supporting information and schedules at least fifteen days prior to the due date (including any extensions thereof) for the filing of such Straddle Return, and the Sellers’ Representative shall have the right to review and comment on such Straddle Return prior to the filing of such Straddle Return and Purchaser shall accept all reasonable comments provided by the Sellers’ Representative; provided, however, that for any Straddle Return required to be filed within ninety days of the Closing Date (taking into account any available extensions), Purchaser shall instead use commercially reasonable efforts to afford the Sellers’ Representative a reasonable opportunity (but in no event less than ten business days) to review and approve such Straddle Return prior to filing. The failure of the Sellers’ Representative to propose any changes to any such Straddle Return within fifteen days following the receipt thereof shall be deemed to 77 constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreement.

Returns and Payments. (a) Purchaser From the date of this Agreement through and after the Closing Date, BCBSKS shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filedfiled or so furnished) in a timely manner all Tax Returns returns, reports and forms (each, a "Return") relating to BCBS required to be filed (taking into account all extensions) with respect to the RFG Family Entities due after the Closing Date (including any valid extensions operations of time). Tax Returns of the RFG Family Entities due after the Closing Date that relate to any period beginning BCBS on or before the Closing Date (and shall timely pay all Taxes shown as due on such Tax Returns, all Taxes payable that are not required to be shown on any Return or all Taxes otherwise payable as a result of the “Straddle Return”) completion or settlement of a Tax Audit or other such proceeding. In connection with the foregoing, BCBSKS shall not accelerate its recognition of items of loss, deduction or credit to periods before the Closing Date without the prior written consent of Purchaser, which consent will not be prepared in a manner reasonably consistent with past practices employed with unreasonably withheld. With respect to the RFG Family Entitiesany Return required to be filed by BCBSKS hereunder, except where a contrary manner is required by Law. Purchaser BCBSKS shall provide the Sellers’ Representative Purchaser and its authorized representatives with a copy of each such completed Straddle Return (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Return solely relating to the RFG Family Entities)Return, together with appropriate supporting information and schedules schedules, at least fifteen days twenty (20) Business Days prior to the due date (including any extensions extension thereof) for the filing of such Straddle Return, and the Sellers’ Representative Purchaser and its authorized representatives shall have the right to review and comment on such Straddle Return and statement prior to the filing of such Straddle Return and Purchaser shall accept all reasonable Return, which comments provided shall, in good faith, be considered by the Sellers’ RepresentativeBCBSKS; provided, however, that for any Straddle Return required to be filed within ninety days of the Closing Date (taking into account any available extensions), Purchaser BCBSKS shall instead use commercially reasonable efforts to afford the Sellers’ Representative a reasonable opportunity (but in no event less than ten business days) to review and approve such Straddle Return prior to filing. The failure of the Sellers’ Representative to propose make any changes requested by Purchaser with respect to any Return to the extent (i) such Straddle Return within fifteen days following violates this Agreement or (ii) the receipt thereof shall Neutral Auditor renders an opinion that such Return, if not so changed, cannot be deemed so prepared and filed without it more likely than not being subject to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreementpenalties if audited.

Returns and Payments. (a) Purchaser From the date of this Agreement -------------------- through and after the Closing Date, BCBSKS shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filedfiled or so furnished) in a timely manner all Tax Returns returns, reports and forms (each, a "Return") relating to BCBS required to be filed (taking into ------ account all extensions) with respect to the RFG Family Entities due after the Closing Date (including any valid extensions operations of time). Tax Returns of the RFG Family Entities due after the Closing Date that relate to any period beginning BCBS on or before the Closing Date (and shall timely pay all Taxes shown as due on such Tax Returns, all Taxes payable that are not required to be shown on any Return or all Taxes otherwise payable as a result of the “Straddle Return”) completion or settlement of a Tax Audit or other such proceeding. In connection with the foregoing, BCBSKS shall not accelerate its recognition of items of loss, deduction or credit to periods before the Closing Date without the prior written consent of Purchaser, which consent will not be prepared in a manner reasonably consistent with past practices employed with unreasonably withheld. With respect to the RFG Family Entitiesany Return required to be filed by BCBSKS hereunder, except where a contrary manner is required by Law. Purchaser BCBSKS shall provide the Sellers’ Representative Purchaser and its authorized representatives with a copy of each such completed Straddle Return (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Return solely relating to the RFG Family Entities)Return, together with appropriate supporting information and schedules schedules, at least fifteen days twenty (20) Business Days prior to the due date (including any extensions extension thereof) for the filing of such Straddle Return, and the Sellers’ Representative Purchaser and its authorized representatives shall have the right to review and comment on such Straddle Return and statement prior to the filing of such Straddle Return and Purchaser shall accept all reasonable Return, which comments provided shall, in good faith, be considered by the Sellers’ RepresentativeBCBSKS; provided, however, that for any Straddle Return required to be filed within ninety days of the Closing Date (taking into account any available extensions), Purchaser BCBSKS shall instead use commercially reasonable efforts to afford the Sellers’ Representative a reasonable opportunity (but in no event less than ten business days) to review and approve such Straddle Return prior to filing. The failure of the Sellers’ Representative to propose make any changes requested by Purchaser -------- ------- with respect to any Return to the extent (i) such Straddle Return within fifteen days following violates this Agreement or (ii) the receipt thereof shall Neutral Auditor renders an opinion that such Return, if not so changed, cannot be deemed so prepared and filed without it more likely than not being subject to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreementpenalties if audited.

Returns and Payments. (a) Purchaser shall prepare and file (or cause to be prepared and filed) all Tax Returns with respect to the RFG Family Entities Company and its Subsidiaries due after the Closing Date (including any valid extensions of time). Tax Returns of the RFG Family Entities Company and its Subsidiaries due after the Closing Date that relate to any period beginning before the Closing Date (such Tax Returns, the “Straddle ReturnReturns”) shall be prepared in a manner reasonably consistent with past practices employed with respect to the RFG Family EntitiesCompany and its Subsidiaries, except where a contrary manner is required by Law. Purchaser shall provide the SellersSecurityholders’ Representative with a copy of each completed Straddle Return (or, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated Tax Return solely relating to the RFG Family EntitiesCompany and its Subsidiaries), together with appropriate supporting information and schedules at least fifteen days prior to the due date (including any extensions thereof) for the filing of such Straddle Return, and the SellersSecurityholders’ Representative shall have the right to review and comment on such Straddle Return prior to the filing of such Straddle Return and Purchaser shall accept all reasonable comments provided by the SellersSecurityholders’ Representative; provided, however, that for any Straddle Return required to be filed within ninety 90 days of the Closing Date (taking into account any available extensions), Purchaser shall instead use commercially reasonable efforts to afford the SellersSecurityholders’ Representative a reasonable opportunity (but in no event less than ten business daysBusiness Days) to review and approve such Straddle Return prior to filing. The failure of the SellersSecurityholders’ Representative to propose any changes to any such Straddle Return within fifteen days following the receipt thereof shall be deemed to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreement.

Returns and Payments. (a) Purchaser After the Closing, the Sellers, at their sole expense, shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filedfiled or so furnished) in a timely manner all Income Tax Returns with respect relating to the RFG Family Entities due after Acquired Companies and the Subsidiaries for any taxable period ending on the Closing Date (including any valid extensions of time)Date. Except as otherwise required by applicable Law, or to the extent the Acquired Companies determine that a Tax Return cannot be so prepared and filed without being subject to penalties, such Income Tax Returns of the RFG Family Entities due after Acquired Companies and the Closing Date that relate to any period beginning before the Closing Date (such Tax Returns, the “Straddle Return”) Subsidiaries shall be prepared in a manner reasonably consistent with past practices employed with respect to the RFG Family EntitiesSellers, except where the Acquired Companies and the Subsidiaries. With respect to such Income Tax Return that is a contrary manner Stand-Alone Return and the portion of any such Income Tax Return that is required by Law. Purchaser not a Stand-Alone Return that pertains to the Acquired Companies and the Subsidiaries, Sellers shall provide the Sellers’ Representative Purchaser and its authorized representatives with a copy of each such completed Straddle Tax Return (oror portion thereof, in the case of Tax Returns filed for an affiliated group, the portion of such consolidated a Tax Return solely relating to the RFG Family Entitiesthat is not a Stand-Alone Return), together with appropriate supporting information and schedules at least fifteen days 20 Business Days prior to the due date (including any extensions extension thereof) for the filing of such Straddle Tax Return, and the Sellers’ Representative Purchaser and its authorized representatives shall have the right to review and comment on such Straddle Tax Return prior to the filing of such Straddle Return and Purchaser Tax Return. The Sellers shall accept all reasonable take into account the comments provided by the Sellers’ Representative; provided, however, that for any Straddle Return required to be filed within ninety days of the Closing Date (taking into account any available extensions), Purchaser shall instead use commercially reasonable efforts to afford the Sellers’ Representative a reasonable opportunity (but in no event less than ten business days) to review and approve such Straddle Return prior to filing. The failure of the Sellers’ Representative to propose any changes to any such Straddle Return within fifteen days following the receipt thereof shall be deemed to constitute its approval thereof. Purchaser shall file or cause to be filed all such Tax Returns and shall pay the Taxes shown due thereon; provided, however, that nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Purchaser to receive indemnification pursuant to any provision in this Agreementgood faith.