Common use of Seller Responsibility Clause in Contracts

Seller Responsibility. (i) Seller will timely file the U.S. federal income Tax Returns of the Affiliated Group and any Combined Returns (taking into account extensions thereto) for all periods (including any Pre-Closing Tax Period) and will pay any Taxes with respect thereto. The parties agree that they will treat the Acquired Companies as if they ceased to be part of the Affiliated Group, and any comparable or similar group of state, local or foreign laws or regulations, as of the close of business on the Closing Date. Seller will provide Buyer with copies of the separate company pro-forma portion (including only information related to the Acquired Companies) of such Pre-Closing Tax Period Tax Returns (other than Tax Returns filed for estimated Tax payments) filed after the Closing Date pursuant to this Section 4.8(a)(i) within fifteen (15) days after filing of such Tax Returns. (ii) Seller shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns of the Acquired Companies due after the Closing Date for Pre-Closing Tax Periods that do not include a Straddle Period. Seller shall permit Parent and Buyer to review and comment on any Tax Return (other than any Tax Returns filed for estimated Tax payments) prepared pursuant to this Section 4.8(a)(ii). (iii) All Tax Returns prepared pursuant to this Section 4.8(a) shall be prepared on a basis consistent with the past practices of the Seller and the Acquired Companies and, if Seller has a choice between positions that are consistent with past practices, Seller shall act in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions).

Seller Responsibility. (i) Seller The Company, at its own cost and expense, will timely file the U.S. federal income Tax Returns of the Affiliated Group and any Combined Returns (taking into account extensions thereto) for all periods (including any Pre-Closing Tax Period) and will pay any Taxes with respect thereto. The parties agree that they will treat the Acquired Companies as if they ceased to be part of the Affiliated Group, and any comparable prepare or similar group of state, local or foreign laws or regulations, as of the close of business on the Closing Date. Seller will provide Buyer with copies of the separate company pro-forma portion (including only information related to the Acquired Companies) of such Pre-Closing Tax Period Tax Returns (other than Tax Returns filed for estimated Tax payments) filed after the Closing Date pursuant to this Section 4.8(a)(i) within fifteen (15) days after filing of such Tax Returns. (ii) Seller shall prepare and timely file or shall cause to be prepared and timely file or cause to be timely filed all other Tax Returns (excluding Tax Returns with respect to Transfer Taxes, which shall be handled pursuant to Section 6.5) of (i) any Seller that are required to be filed for any Tax period, including all Tax Returns required to be filed with respect to the Acquired Companies due after Business or the Closing Date Purchased Assets for any Pre-Closing Tax Periods Period and (ii) On-Site Labs and DepositIQ with respect to any Pre-Closing Tax Period (collectively, the Tax Returns described in (i) and (ii), the “Seller Prepared Tax Returns”). Such Tax Returns will be prepared in a manner consistent with the prior practice of the relevant Seller unless otherwise required by applicable Law. In the case of (x) Seller Prepared Tax Returns that do not include are relevant to the calculation of the Buyer State Income Tax Liability (the “Seller State Income Tax Returns”) and (y) any Seller Prepared Tax Return with respect to On-Site Labs or DepositIQ (collectively, the Tax Returns referred to in (x) and (y), the “Reviewable Seller Tax Returns”), no later than thirty (30) days prior to filing, the Sellers Representative will deliver to Buyer a Straddle Period. draft of such Reviewable Seller shall permit Parent Tax Returns (along with a statement detailing the Sellers Representative’s calculation of the Buyer State Income Tax Liability, including the portion of such liability that is attributable to each applicable state or local jurisdiction, and the amount, if any, of any Tax reflected on such Reviewable Seller Tax Return for which the Sellers Representative claims the Buyer to is liable under the definition of Pre-Closing Tax in Article I) for Buyer’s review and comment comment, and Sellers Representative shall consider in good faith any revisions to such Reviewable Seller Tax Returns as are reasonably requested by Buyer. In the event that Buyer and Sellers Representative have not resolved any dispute relating to (i) the calculation of the Buyer State Income Tax Liability (or the apportionment of the Buyer State Income Tax Liability among the applicable state and local jurisdictions) or (ii) the amount of any Tax reflected on such Reviewable Seller Tax Return for which the Buyer is liable under the definition of Pre-Closing Tax in Article I, in each case at least fifteen (15) days prior to the due date for filing the Seller State Income Tax Returns, any disputed issues relating to the calculation of the Buyer State Income Tax Liability or the amount of any Tax reflected on such Reviewable Seller Tax Return for which the Buyer is liable under the definition of Pre-Closing Tax in Article I shall be resolved by the Independent Accounting Firm (with the Buyer and the Company sharing equally the costs of the Independent Accounting Firm). The Company will be responsible for and shall timely pay (or cause to be timely paid) any Taxes reported on any Seller Prepared Tax Returns to the extent such Taxes are the responsibility of the Seller Parties under this Agreement; provided that, Buyer shall make a payment to the Company in an amount equal to the amount of any Taxes that Buyer is liable for under the definition of Pre-Closing Tax in Article I (plus, in the case of a Seller State Income Tax Return, the portion of the Buyer State Income Tax Liability) and that is reflected on a Seller Prepared Tax Return within five (5) days after the Sellers Representative has provided written evidence to the Buyer that such Seller Prepared Tax Return has been filed and that the Taxes reflected on such Seller Prepared Tax Return have been paid in full; provided, further, that notwithstanding anything else to the contrary in this Agreement, (1) no Seller Party other than the Company shall have any claim under this Agreement for any Losses with respect to the Buyer State Income Tax Returns filed Liability and (2) in the case of the Company, any claim with respect to Buyer’s payment of Taxes for estimated a Seller State Income Tax payments) prepared pursuant to Return under this Section 4.8(a)(ii). (iii) All Tax Returns prepared pursuant to this Section 4.8(a6.2(a) shall be prepared on a basis consistent with limited to the past practices applicable portion of the Seller Buyer State Income Tax Liability and the Acquired Companies andamount of Taxes that Buyer is liable for under the definition of Pre-Closing Tax in Article I and that have not been paid by Buyer to the Company under this Section 6.2(a); and provided, further, that no Buyer Party has assumed, and nothing in this Section 6.2, in Section 8.3 or otherwise in this Agreement shall be construed as an agreement by any Buyer Party to assume, any income, franchise or similar Tax liability of the Company or any other Seller Party. For the avoidance of doubt, if any adjustment is made to any Seller has State Income Tax Return after it is initially filed (whether as a choice result of an audit or other Tax proceeding or otherwise), no additional amount shall be required to be paid between positions that are consistent the parties with past practices, Seller shall act in respect to the Buyer State Income Tax Liability as a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions)result of such adjustment.

Seller Responsibility. (i) Seller will timely file the U.S. federal income Tax Returns of the Affiliated Group and any Combined Returns (taking into account extensions thereto) for all periods (including any Pre-Closing Tax Period or Straddle Period) and will timely pay any Taxes with respect thereto. The parties agree that they will treat the Acquired Companies Company and any Subsidiary as if they ceased to be part of the Affiliated Group, and any comparable or similar group provision of state, local or foreign laws or regulations, as of the close of business on the Closing Date. Seller will provide Buyer with copies of the separate company pro-forma portion (including only information related to the Acquired Companies) of such Pre-Closing Tax Period Tax Returns (other than Tax Returns filed for estimated Tax payments) filed after the Closing Date pursuant to this Section 4.8(a)(i) within fifteen (15) days after filing of such Tax Returns. (ii) Seller shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns of the Acquired Companies Company and the Subsidiaries for a Pre-Closing Period and a Straddle Period. At least twenty (20) days prior to the date on which any such Tax Return is due (including any extensions), the Seller shall deliver such Tax Return to the Buyer for the purpose of making reasonable changes and revisions to such Tax Return at least three days prior to filing. Seller shall timely file such Tax Return and duly and timely pay all Taxes shown on such Tax Return, and the Buyer shall reimburse Seller for any Taxes attributable to the portion of the Straddle Period after the Closing Date for as soon as practicable after the date paid by the Seller. All such Tax Returns with respect to a Pre-Closing Tax Periods that do not include Period or Straddle Period shall be prepared and filed on a Straddle Period. Seller shall permit Parent and Buyer to review and comment on any Tax Return (other than any basis consistent with prior Tax Returns filed for estimated Tax payments) prepared pursuant with respect to this Section 4.8(a)(ii)the Company and the Subsidiaries. (iii) All If possible, Buyer shall use its best efforts to provide timely and accurate information to Seller for Seller's preparation of such Tax Returns prepared pursuant to this Section 4.8(a) shall be prepared on a basis consistent with at least three months before the past practices due date of the Seller and the Acquired Companies and, if Seller has a choice between positions that are consistent with past practices, Seller shall act in a manner that does not distort taxable income filing of such Tax Returns (e.g., by deferring income or accelerating deductionsincluding any extensions).