Common use of SHORT YEAR TAX RETURNS Clause in Contracts

SHORT YEAR TAX RETURNS. After the Closing Date, the Shareholders shall prepare at their sole cost and expense, all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of the Corporation's fiscal year in which the Closing occurs and ending with the Closing Date. Each such return shall be prepared in a financially responsible and conservative manner and shall be delivered to WCI together with all necessary supporting schedules within 120 days following the Closing Date for its approval (but such approval shall not relieve the Shareholders of their responsibility for the taxes assessed under these returns). The Shareholders shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Date in excess of the amount of any reserve for taxes included in Effective Date Current Liabilities. The Shareholders shall also be responsible for all taxes arising from the conversion of the Corporation from a cash to accrual basis of reporting whether or not due on such returns or on the first return filed by the Corporation for the period commencing after the Closing Date. At the time of the delivery of the returns, shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount due. WCI shall sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation or WCI shall be remitted to the Shareholders.

SHORT YEAR TAX RETURNS. After the Closing DateEffective Time, the Shareholders shall prepare at their sole cost and expense, all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of the applicable Corporation's fiscal year in which the Closing Effective Time occurs and ending with the Closing DateEffective Time. Each such return shall be prepared in a financially responsible and conservative manner and drafts shall be delivered to WCI together with all necessary supporting schedules within 120 days following the Closing Date Effective Time for its approval (but such approval approval, which shall not relieve the Shareholders of their responsibility for the taxes assessed under these returns)be unreasonably withheld or delayed. The Shareholders shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Date in excess of the amount of any reserve for taxes included in Effective Date Current Liabilities. The Shareholders shall also each be responsible for all taxes arising from the conversion of the Corporation Corporations from a cash to accrual basis of reporting whether or not due on such returns or on the first return filed by the a Corporation for the period commencing after the Closing DateEffective Time. Each such return shall be prepared in a financially responsible and conservative manner and drafts shall be delivered to the Shareholders together with all necessary supporting schedules within 120 days following the Effective Time for their approval, which shall not be unreasonably withheld or delayed. At the time of the delivery approval of the returnsreturns for each Corporation, the Shareholders shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount duedue from the Shareholders under this section. WCI shall shall, upon receipt from the Shareholders, cause the Corporations to sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation or WCI shall be remitted to the Shareholders.9.7

SHORT YEAR TAX RETURNS. After the Closing Date, the Shareholders shall prepare at their sole cost and expense, expense all short year federal, state, county, local and foreign tax returns for the Corporation required by law for the period beginning with the first day of the Corporation's fiscal year in which the Closing occurs and ending with the Closing Date. Each such return shall be prepared in a financially responsible and conservative manner and shall be delivered to WCI WCI, together with all necessary supporting schedules within 120 days following the Closing Date or at least sixty (60) days prior to the required filing date, whichever is earlier, for its WCI's approval (but such approval approval, however, shall not relieve the Shareholders of their responsibility for the taxes assessed under these returns). The Shareholders shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Date in excess of the amount of any reserve for taxes included in Effective Date Current LiabilitiesLiabilities and shall be responsible for any taxes incurred on the Net Profits. The Shareholders shall also be responsible for all taxes arising from the conversion of the Corporation from a cash to an accrual basis of reporting whether or not due on such returns or on the first return filed by the that Corporation for the period commencing after the Closing Date. At the time of the delivery of the returns, the Shareholders shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount due. WCI shall sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation or WCI shall be remitted to the Shareholders.

SHORT YEAR TAX RETURNS. After the Closing Date, the Shareholders shall prepare at their sole cost and expense, all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of the each Corporation's fiscal year in which the Closing occurs and ending with the Closing Date. Each such return shall be prepared in a financially responsible and conservative manner and shall be delivered to WCI together with all necessary supporting schedules within 120 days following the Closing Date for its approval (but such approval shall not relieve the Shareholders of their responsibility for the taxes assessed under these returns). The Shareholders shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Date in excess of the amount of any reserve for taxes included in Effective Date Current Liabilitiesreturns. The Shareholders shall also be responsible for all taxes arising from the conversion of the Corporation from a cash to accrual basis of reporting whether or not due on such returns or on the first return filed by the Corporation for the period commencing after the Closing Date. At the time of the delivery of the returns, shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount due. WCI shall sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation or WCI shall be remitted to the Shareholders.

SHORT YEAR TAX RETURNS. After the Closing Date, the Shareholders shall prepare at their sole cost and expense, all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of the Corporation's each Seller' fiscal year in which the Closing occurs and ending with the Closing Date. Each such return shall be prepared in a financially responsible and conservative manner and shall be delivered to WCI together with all necessary supporting schedules within 120 days following the Closing Date for its approval (but such approval shall not relieve the Shareholders of their responsibility for the taxes assessed under these returns). The Shareholders shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Date in excess of the amount of any reserve for taxes included in Effective Closing Date Current Liabilities. The Shareholders shall also be responsible for all taxes arising from the conversion of the Corporation each Seller from a cash to accrual basis of reporting whether or not due on such returns or on the first return filed by the Corporation each Seller for the period commencing after the Closing Date. At the time of the delivery of the returns, shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount due. WCI shall sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation any Seller or WCI shall be remitted to the Shareholders.

SHORT YEAR TAX RETURNS. After the Closing Date, the Shareholders shall prepare at their sole cost and expense, expense all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of the Corporation's fiscal year in which the Closing occurs and ending with the Closing Effective Date. Each such return shall be prepared in a financially responsible and conservative manner and shall be delivered to WCI WCI, together with all necessary supporting schedules within 120 days following the Closing Date or at least sixty (60) days prior to the required filing date, whichever is earlier, for its WCI's approval (but such approval approval, however, shall not relieve the Shareholders of their responsibility for the taxes assessed under these returns). The Shareholders shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Effective Date in excess of the amount of any reserve for taxes included in Effective Closing Date Current Liabilities. The Shareholders shall also be responsible for all taxes arising from the conversion of the Corporation from a cash to an accrual basis of reporting whether or not due on such returns or on the first return filed by the that Corporation for the period commencing after the Closing Effective Date. At the time of the delivery of the returns, the Shareholders shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount due. WCI shall sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation or WCI shall be remitted to the Shareholders.refunds

SHORT YEAR TAX RETURNS. After the Closing Date, the ---------------------- Shareholders shall prepare at their sole cost and expense, all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of the Corporation's fiscal year in which the Closing occurs and ending with the Closing DateDecember 31, 1997. Each such Such return shall be prepared in a financially responsible and conservative manner and shall be delivered to WCI United together with all necessary supporting schedules within 120 90 days following the Closing Date for its approval (but such approval shall not relieve the Shareholders of their responsibility for the taxes assessed under these returns). The Shareholders shall be responsible for the payment of all taxes (including without limitation any taxes arising as a result of the conversion of the Corporation from a cash to an accrual basis of reporting) shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Date January 1, 1998 in excess of the amount of any reserve for taxes included in Effective Closing Date Current Liabilities. The Shareholders shall also be responsible for all taxes arising from the conversion of the Corporation from a cash to accrual basis of reporting whether or not due on such returns or on the first return filed by the Corporation for the period commencing after the Closing Date. At Liabilities and, at the time of the delivery of the returns, shall contemporaneously deliver to WCI United checks payable to the respective taxing authorities in amounts equal to that shown as being due on the amount duereturns. WCI United shall sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation or WCI United shall be remitted to the Shareholders. United shall be responsible for federal, state, county and foreign taxes of the Corporation from and after January 1, 1998.

SHORT YEAR TAX RETURNS. After the Closing Date, the Shareholders Shareholder shall prepare at their his sole cost and expense, all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of the Corporation's fiscal year in which the Closing occurs and ending with the Closing Date. Each such return shall be prepared in a financially responsible and conservative manner and shall be delivered to WCI together with all necessary supporting schedules within 120 days following the Closing Date for its approval (but such approval shall not relieve the Shareholders Shareholder of their his responsibility for the taxes assessed under these returns). The Shareholders Shareholder shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Date in excess of the amount of any reserve for taxes included in Effective Date Current Liabilities. The Shareholders Shareholder shall also be responsible for all taxes arising from the conversion of the Corporation from a cash to accrual basis of reporting whether or not due on such returns or on the first return filed by the Corporation for the period commencing after the Closing Date. At the time of the delivery of the returns, shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount due. WCI shall sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders Shareholder shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation or WCI shall be remitted to the ShareholdersShareholder.

SHORT YEAR TAX RETURNS. After the Closing DateEffective Time, the Shareholders shall prepare at their sole cost and expense, all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of the applicable Corporation's fiscal year in which the Closing Effective Time occurs and ending with the Closing DateEffective Time. Each such return shall be prepared in a financially responsible and conservative manner and drafts shall be delivered to WCI together with all necessary supporting schedules within 120 days following the Closing Date Effective Time for its approval (but such approval approval, which shall not relieve the Shareholders of their responsibility for the taxes assessed under these returns)be unreasonably withheld or delayed. The Shareholders shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Date in excess of the amount of any reserve for taxes included in Effective Date Current Liabilities. The Shareholders shall also each be responsible for all taxes arising from the conversion of the Corporation Corporations from a cash to accrual basis of reporting whether or not due on such returns or on the first return filed by the a Corporation for the period commencing after the Closing DateEffective Time. Each such return shall be prepared in a financially responsible and conservative manner and drafts shall be delivered to the Shareholders together with all necessary supporting schedules within 120 days following the Effective Time for their approval, which shall not be unreasonably withheld or delayed. At the time of the delivery approval of the returnsreturns for each Corporation, the Shareholders shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount duedue from the Shareholders under this section. WCI shall shall, upon receipt from the Shareholders, cause the Corporations to sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders shall be entitled to receive all refunds shown on said returns and any such refunds received by the Corporation or WCI shall be remitted to the Shareholders.

SHORT YEAR TAX RETURNS. After the Closing Date, the Shareholders Shareholder shall prepare at their his sole cost and expense, all short year federal, state, county, local and foreign tax returns required by law for the period beginning with the first day of each of the Corporation's Corporations' fiscal year years in which the Closing occurs and ending with the Closing Effective Date. Each such return shall be prepared in a financially responsible and conservative manner and shall be delivered to WCI together with all necessary supporting schedules within 120 days following the Closing Date for its approval (but such approval shall not relieve the Shareholders Shareholder of their his responsibility for the taxes assessed under these returns). The Shareholders Shareholder shall be responsible for the payment of all taxes shown to be due or that may come to be due on such returns or otherwise relating to the period prior to the Closing Effective Date in excess of the amount of any reserve for taxes included in Effective Balance Sheet Date Current Liabilities. The Shareholders Shareholder shall also be responsible for all taxes arising from the conversion of either of the Corporation Corporations from a cash to accrual basis of reporting whether or not due on such returns or on the first return filed by either of the Corporation Corporations for the period commencing after the Closing Effective Date. At the time of the delivery of the returns, the Shareholder shall contemporaneously deliver to WCI checks payable to the respective taxing authorities in amounts equal to the amount due. WCI shall sign tax returns and cause such returns to be timely filed with the appropriate authorities. The Shareholders Shareholder shall be entitled to receive all refunds shown on said returns and any such refunds received by either of the Corporation Corporations or WCI shall be remitted to the ShareholdersShareholder.