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 or otherwise furnish to the appropriate party (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns with respect to the Company that are due (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any 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. The Purchaser shall prepare (or cause the Company to prepare) all Tax Returns in respect of 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 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 Reference Date shall be prepared in a manner consistent with past practices employed by the Seller (except to the extent counsel for the Purchaser determines there is no reasonable basis in law therefor). With respect to any Tax Return required to be prepared by the Purchaser hereunder and as to which an amount of Tax is allocable to the Seller under Section 7.01, the Purchaser shall provide the Seller and its 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 allocable to the Seller pursuant to Section 7.01(b), at least 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 and statement prior to the filing of such Tax Return. The Seller and 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 and statement by the Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax Return. In the event of a dispute, the 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 have the right to make the final determination as to any such disputed issue.

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 to in proper form with the appropriate party (or cause to be prepared and filed or so furnished) Tax Authority in a timely manner all Tax Returns with respect relating to the Company that are due (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any 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. The Purchaser Seller shall prepare (or cause the Company to prepare) all Tax Returns in respect of 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 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 pay Taxes prior to the Reference Closing Date shall be prepared in a manner such amounts and at such times as are consistent with past practices employed by the Seller (except with respect to the extent counsel for Company. In the Purchaser determines there is no reasonable basis in law therefor). With respect to any Tax Return required to be prepared by event that the Purchaser hereunder and as to which an amount of Tax is allocable to the Seller under Section 7.01, the Purchaser shall provide the Seller and its 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 allocable to the Seller pursuant to Section 7.01(b), at least 20 days 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 Returnauthority 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 and its authorized representatives shall have the right to review such Tax Return and statement prior to the filing of such Tax Return. The Seller and reimburse the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of on the review of due date for such Tax Return and statement by the Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax ReturnTaxes. In the event of a disputethat the Seller fails to reimburse the Purchaser on the due date, the party that is responsible hereunder for Purchaser shall be entitled to interest on the greater amount of Taxes, taking into account on a net present value basis all open taxable periods affected caused to be paid by the issue (including future periods Purchaser but in no event shall such failure affect Purchaser's obligation to cause the case of recurring issues), shall have the right Company to make the final determination as to timely file any such disputed issueReturn.

Returns and Payments. (a) To the extent that any jurisdiction allows an election to file Tax Returns by closing the books as of the end of the Closing Date, the Purchaser and the Sellers agree to make, and shall take all required action to cause, such election. From the date of this Agreement through and after the Closing DateClosing, the Seller Sellers shall cause the Company to prepare and file or otherwise furnish in proper form to the appropriate party Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax Returns with respect relating to the Company Companies that are due (taking into account all available extensions) after the Closing Date relate to any taxable period ending on or before the Closing Date and all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any tax period date 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. The Purchaser shall prepare (or cause the Company to prepare) all Tax Returns in respect of 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 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 thereinClosing. Tax Returns prepared by of the Purchaser for any Straddle Period or Companies not yet filed for any taxable period that ends on or prior to before the Reference Closing Date shall be prepared in a manner consistent with past practices employed by with respect to the Seller Companies (except to the extent that counsel for the Purchaser determines Sellers renders a legal opinion that there is no reasonable basis in law therefortherefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be prepared by the Sellers, the Sellers shall provide the Purchaser hereunder and as to which an amount its authorized representatives with a draft of such completed Tax is allocable Return, together with appropriate supporting information and schedules at least 10 Business Days prior to the Seller under Section 7.01due date (including any extension hereof) for the filing of such Tax Return, and the Purchaser 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. The Purchaser shall prepare any Tax Return of any of the Companies that relates to any Straddle Period. With respect to any such Tax Return for a Straddle Period, the Purchaser shall provide the Seller Sellers and its their authorized representatives with a copy draft of such completed Tax Return (with which the Purchaser will make available supporting schedules and information)and, and if applicable, a statement and supporting schedules certifying the amount of Tax shown on such Tax Return that is allocable to the Seller Sellers pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 days 10 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and the Seller Sellers and its their authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return. The Seller and 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 and statement by the Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax Return. In the event of a dispute, the 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 have the right to make the final determination as to any such disputed issue.

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 to in proper form with the appropriate party (or cause to be prepared and filed or so furnished) Tax Authority in a timely manner all Tax Returns with respect relating to the Company that are due (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any 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. The Purchaser Seller shall prepare (or cause the Company to prepare) all Tax Returns in respect of 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 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 pay Taxes prior to the Reference Closing Date shall be prepared in a manner such amounts and at such times as are consistent with past practices employed by the Seller (except with respect to the extent counsel for Company. In the Purchaser determines there is no reasonable basis in law therefor). With respect to any Tax Return required to be prepared by event that the Purchaser hereunder and as to which an amount of Tax is allocable to the Seller under Section 7.01, the Purchaser shall provide the Seller and its 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 allocable to the Seller pursuant to Section 7.01(b), at least 20 days 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 Returnauthority 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 and its authorized representatives shall have the right to review such Tax Return and statement prior to the filing of such Tax Return. The Seller and reimburse the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of on the review of due date for such Tax Return and statement by the Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax ReturnTaxes. In the event of a disputethat the Seller fails to reimburse the Purchaser on the due date, the party 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 is responsible hereunder 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 greater amount of Taxes, taking into account on party preparing the return renders a net present value legal opinion that there is no reasonable basis all open taxable periods affected by the issue (including future periods in the case of recurring issueslaw therefore or determines that a Return cannot be so prepared and filed without being subject to penalties), shall have the right to make the final determination as to any such disputed issue.

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 to in proper form with the appropriate party (or cause to be prepared and filed or so furnished) Tax Authority in a timely manner all Tax Returns with respect relating to the Company that are due (taking into account all available extensions) on or before the Closing Date and all Tax Returns with respect to the Company which are required to be filed on a combined, consolidated, unitary or similar group basis for any 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. The Purchaser Seller shall prepare (or cause the Company to prepare) all Tax Returns in respect of 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 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 pay Taxes prior to the Reference Closing Date shall be prepared in a manner such amounts and at such times as are consistent with past practices employed by the Seller (except with respect to the extent counsel for Company. In the Purchaser determines there is no reasonable basis in law therefor). With respect to any Tax Return required to be prepared by event that the Purchaser hereunder and as to which an amount of Tax is allocable to the Seller under Section 7.01, the Purchaser shall provide the Seller and its 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 allocable to the Seller pursuant to Section 7.01(b), at least 20 days Closing Date does not occur prior to the due date (including any extension thereof) for the filing of the corporate income tax Returns relating to the Company's taxable year 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 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 Returnauthority 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 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 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 and its authorized representatives shall have the right to review such Tax Return and statement prior to the filing of such Tax Return. The Seller and reimburse the Purchaser agree to consult and to attempt in good faith to resolve any issues arising as a result of on the review of due date for such Tax Return and statement by the Seller or its authorized representatives; provided that such consultation does not delay the timely filing of the Tax ReturnTaxes. In the event of a disputethat the Seller fails to reimburse the Purchaser on the due date, the party Purchaser shall be entitled to interest on the amount 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 is responsible hereunder 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 greater amount of Taxes, taking into account on party preparing the return renders a net present value legal opinion that there is no reasonable basis all open taxable periods affected by the issue (including future periods in the case of recurring issueslaw therefore or determines that a Return cannot be so prepared and filed without being subject to penalties), shall have the right to make the final determination as to any such disputed issue.