Common use of Straddle Period Returns Clause in Contracts

Straddle Period Returns. The Buyer shall prepare and timely file, or cause to be prepared or timely filed, (and shall provide the Sellers a copy of each such return as filed and evidence of the timely filing thereof) all Tax Returns (other than the Sellers’ Returns) that are required to be filed by, or with respect to, the Company that are not filed as of the Closing Date (“Buyer’s Returns”) and shall pay the Tax shown as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return to the Sellers for review and advice no later than thirty (30) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’s approval of any Straddle Period Return, and (ii) the resolution of any dispute with respect to such Straddle Period Return, the Sellers shall pay to the Company the portion of the Taxes shown on such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basis.

Straddle Period Returns. The Buyer shall prepare and timely file, or cause to be prepared or timely filed, (and shall provide the Sellers Sellers’ Representative a copy of each such return as filed and evidence of the timely filing thereof) all Tax Returns (other than the Sellers’ Returns) that are required to be filed by, or with respect to, the Company that are not filed as of the Closing Date (“Buyer’s Returns”) and shall pay the Tax shown as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return to the Sellers Sellers’ Representative for the Sellers’ Representative’s review and advice no later than thirty (30) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’ Representative’s receipt of a Straddle Period Return, the Sellers Sellers’ Representative shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers Sellers’ Representative are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’ Representative’s approval of any Straddle Period Return, and (ii) the resolution of any dispute with respect to such Straddle Period Return, the Sellers Sellers’ Representative shall pay to the Company the portion of the Taxes shown on such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basis.

Straddle Period Returns. The Buyer Parent shall prepare and timely file, or cause to be prepared and file or timely filed, (and shall provide the Sellers a copy of each such return as cause to be filed and evidence of the timely filing thereof) all income or franchise Tax Returns (other than the Sellers’ Returns) that are required to be filed byfor any Straddle Period, or in a manner consistent with respect to, the Company that are not filed as of the Closing Date past practice (“Buyer’s Returns”) and shall pay the Tax shown as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (each a “Straddle Period Return”), the Buyer . Parent shall submit each such Straddle Period Return provide to the Sellers for review and advice no later than thirty (30) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of Stockholder Representative a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’s approval copy of any Straddle Period Return, and (ii) the resolution together with a computation of any dispute with respect to such Straddle Period Return, the Sellers shall pay to the Company the portion of the Taxes shown on of such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit are the right responsibility of the holders of Company Common Stock (based on the closing of the books described in this Section 5.4), not later than 45 days prior to the due date for such returns, including extensions. The Stockholder Representative shall have 10 days to review and comment on the Straddle Period Return. If the Parent and the Stockholder Representative cannot agree upon the proper computation of Tax liability for a Straddle Period Return, or upon the allocation of Tax liability to the holders of Company Common Stock, within 10 days after the Stockholder Representative provides its comments to the Parent, they shall submit the issues in dispute to the Arbiter or such other independent accounting firm of national repute upon which Parent and the Stockholder Representative agree. The Arbiter shall make its determination not later than five (5) days prior to the deadline to file such return, which determination shall be binding upon all parties hereto. If any Straddle Period Return on a timely basisReturns reflect an obligation to pay Taxes, then the Stockholder Representative shall execute any joint written authorization required by the Escrow Agent such that such Taxes shall be paid to the Parent from the Holdback Consideration not later than three (3) days prior to the due date for such returns. The Parent shall file or cause to be filed all such Tax Returns and pay all taxes shown as due thereon.

Straddle Period Returns. The Buyer shall, at its own expense, prepare all such Straddle Period Returns in a manner consistent with applicable Law. As long as Seller is liable for the Taxes due in respect of such Straddle Period Returns that are allocable to the pre-Closing portion of the relevant Straddle Periods and there are Escrow Funds remaining sufficient to cover such Taxes (disregarding for this purpose any Escrow Funds subject to outstanding claims made in writing by a Taxing Authority or other third party), Buyer shall prepare and timely file, provide Seller (or cause to be prepared or timely filed, (and shall provide the Sellers its written designee) with a copy of each such return as filed and evidence of the timely filing thereof) all Tax Returns (other than the Sellers’ Returns) that are required to be filed by, or with respect to, the Company that are not filed as of the Closing Date (“Buyer’s Returns”) and shall pay the Tax shown as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such draft Straddle Period Return to the Sellers (and related work papers and supporting information) for review and advice no later than thirty (30) days before the due date for such Straddle Period Return. No comment not later than ten (10) days following Business Days prior to its due date (including extensions). Seller (or its written designee) shall review and comment on any such Straddle Period Returns eight (8) Business Days of receipt thereof. If Seller (or its written designee) delivers comments to Buyer within such period, Seller and Buyer shall use their respective good faith efforts to resolve any disagreement in connection with such Seller comments. In the Sellersevent Buyer and Seller are unable to agree on any such revisions within two (2) Business Days after Seller provides its comments, Buyer and Seller shall resolve the disagreement under the terms and conditions of Section 2.5(b ), with such changes as are necessary to apply such dispute resolution procedure to this disagreement. Upon the final determination of such dispute, Buyer shall file such Tax Returns promptly but no later than five (5) Business Days after such final determination. Notwithstanding anything to the contrary in this Section 6.12(d), Buyer shall be entitled to file the applicable Straddle Period Return without having incorporated the disagreed upon changes to avoid a late filing of such Straddle Period Return. In the event the Accounting Referee’s receipt resolution of the dispute under Section 2.5(b) necessitates that a Straddle Period ReturnReturn filed in accordance with the previous sentence be amended, Buyer shall cause an amended Straddle Period Return to be filed that reflects such resolution; provided, further, that the Sellers cost of preparing such amended Straddle Period Return shall notify the be apportioned between Seller and Buyer in writing the manner described in the last sentence of any dispute Section 2.5(b)(ii); provided, however, that Seller shall continue to have the obligation to pay the Taxes described in Section 6.12(c) payable by the Companies as shown on such amended Straddle Period Return with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’s approval of any Straddle Period Return, and (ii) the resolution of any dispute with respect to such Straddle Period Return, the Sellers shall pay to the Company the pre-Closing portion of the Taxes shown on such Straddle Period Return that constitute Pre-allocated to them under Section 6.12(c), except to the extent the amount of such specific Taxes were included as a current liability in determining the Final Net Working Capital as reflected on the Final Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basisStatement.

Straddle Period Returns. The Buyer shall Each Purchaser and Purchased Company will prepare and timely file, or cause to be prepared or timely filed, (and shall provide in a manner consistent with the Sellers a copy of each such return as filed and evidence of past practices the timely filing thereof) Purchased Companies all Tax Returns (other than of the Sellers’ Returns) Purchased Companies for Straddle Periods that are filed after the Closing Date. Purchaser Representative will permit Seller Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and will reflect in such Tax Return any reasonable comments of Seller Representative. Unless required by applicable Law, no Purchaser or Purchased Company will amend or cause to be filed byamended any such Tax Return without the written consent of Seller Representative. Seller Representative shall remit to Purchaser, or with respect to, the Company that are not filed as of the Closing Date (“Buyer’s Returns”) and shall pay the Tax shown as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return to the Sellers for review and advice no later than thirty (30) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after prior to the later due date (including extensions) for filing such Straddle Returns, the amount of any Taxes due as reflected on such Straddle Returns to the extent that such Taxes arise in or are incurred with respect to the portion of a Straddle Period ending on or before the Closing Date and to the extent such Taxes are not reflected in Working Capital. For purposes of this Agreement, in the case of any Taxes that are payable with respect to a Straddle Period, the portion of such Taxes that relate to the portion of the Straddle Period ending on or before the Closing Date shall (i) in the Sellers’s approval case of any ad valorem or property Taxes, be deemed to be the amount of such Tax for the entire Straddle Period Return, multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the resolution case of any dispute with respect other Tax, be deemed to be the amount of such Straddle Period Return, the Sellers shall pay to the Company the portion Tax which would be payable (computed on an interim closing of the Taxes shown on such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit books basis) if the right relevant taxable period ended as of the Company to file any Straddle Period Return close of business on a timely basisthe Closing Date.

Straddle Period Returns. The Buyer shall prepare and timely file, or cause to be prepared or timely filed, (and shall provide the Sellers a copy of each such return as filed and evidence of the timely filing thereof) all Any Tax Returns Return (other than the Sellers’ Returnsan income Tax Return or a Tax Return for any Transfer Tax described in Section 2.4) filed for a taxable period that are required to be filed byincludes, or with respect tobut does not end on, the Company that are not filed as of the Closing Date (a “Buyer’s ReturnsStraddle Period”) and shall pay the Tax shown be referred to as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return to the Sellers for review and advice no later than thirty ): (30i) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be preparedPurchaser-Prepared Returns. Purchaser shall provide to Seller a copy of any such Straddle Period Return, together with a written calculation (in accordance with Section 5.3(c)) determining the portion of the Tax for such Straddle Period that is allocable to the portion of the Straddle Period preceding and including the Closing Date, and all elections Seller shall promptly reimburse and, subject to the limitation set forth in Section (i), indemnify Purchaser for and hold it harmless from and against such portion of the Tax (except to the extent that Seller is entitled to payment for such portion pursuant to Section 2.1(h) of this Agreement), subject to the rights of Seller set forth in Section 5.3(b)(ii). (ii) Notwithstanding any provision in this Agreement to the contrary, if Seller disagrees with the calculation or allocation of Tax pursuant to a Straddle Period Return, Seller shall notify Purchaser of such disagreement within five (5) calendar days of receiving the calculation set forth in Section 5.3(b)(i) and the Parties shall negotiate in good faith to resolve such disagreement. If the Parties are unable to resolve such disagreement within thirty (30) days of Seller’s notice to Purchase of its disagreement, such disagreement shall be determined by an accounting firm of international reputation that is mutually agreeable to Purchaser and Seller (the “Tax Accountant”). Provided, however, if such accounting firm has provided services to Purchaser or Seller within the past sixty (60) months preceding such dispute between the Parties, that accounting firm may not be used if the Party not receiving services objects to the selection of that accounting firm. The Tax Accountant shall resolve such Tax dispute among and between the Parties contemplated by this Section 5.3(b). The Tax Accountant’s determination and resolution of the Tax dispute among and between the Parties contemplated by this Section 5.3(b) shall be final. The fees and expenses of the Tax Accountant shall be divided equally by Purchaser and Seller with each Party paying its allocated one-half of the expenses. If the Tax Accountant does not resolve any differences between Purchaser and Seller with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within Return at least five (5) calendar days after the later of (i) the Sellers’s approval of any Straddle Period Return, and (ii) the resolution of any dispute with respect to such Straddle Period Return, the Sellers shall pay prior to the Company the portion of the Taxes shown on due date therefor, such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit be filed as prepared by Purchaser and the right Tax Accountant’s resolution shall control the rights of the Company to file any Straddle Period Return on a timely basisparties under this Agreement.

Straddle Period Returns. (i) The Buyer Purchaser shall prepare and timely file, or cause to be prepared and file or timely filed, (and shall provide the Sellers a copy of each such return as cause to be filed and evidence any Tax Returns of the timely filing thereofXxxxxxxxxx Entities for periods which begin before the Closing Date and end after the Closing Date (a “Straddle Period”). (A) all Tax Returns (other than In the Sellers’ Returns) case of Taxes arising in a Straddle Period, except as provided in Section 8.1(b)(i)(B), the allocation of such Taxes between the Pre-Closing Period portion and the post-Closing portion of the Straddle Period shall be made on the basis of an interim closing of the books as of the end of the Closing Date. In determining the interim closing of the books for the preceding sentence, net operating losses and credits of the Xxxxxxxxxx Entities that are attributable to the Pre-Closing Period and are used in the Straddle Period shall be applied in determining the Tax liability for the Pre-Closing Period. Other than with respect to any transactions at the direction of, or initiated by Seller, any income or loss attributable to transactions outside of the Ordinary Course of Business that occur on the Closing Date, but after the Effective Time, shall be allocated to the post-Closing portion of the Straddle Period. (B) In the case of any real property, personal property and other Taxes not imposed on the basis of income or receipts and that are payable for a Straddle Period, the portion of such Taxes which relates to the Pre-Closing Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period portion of the Straddle Period and the denominator of which is the number of days in the entire Straddle Period. (ii) With respect to any Tax Return required to be filed by, or with respect toby the Purchaser for a Straddle Period, the Company that are not filed as of the Closing Date (“Buyer’s Returns”) and Purchaser shall pay the Tax shown as due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”)deliver, the Buyer shall submit each such Straddle Period Return to the Sellers for review and advice no later than at least thirty (30) days before prior to the due date for the filing of such Tax Return (taking into account extensions), to the Seller a statement setting forth the amount of Taxes attributable to the Pre-Closing Period and post-closing portions of the applicable Straddle Period and copies of such Tax Return. No later than ten (10) days following The Seller shall have the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect right to the manner in which review and comment on such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’s approval of any Straddle Period Return, and (ii) the resolution Purchaser shall not file any such Tax Return without the advance written consent of the Seller. The Seller and the Purchaser agree to consult and resolve in good faith any issue arising as a result of the review of any dispute with respect to such Straddle Period Return, the Sellers shall pay Tax Return and statement prior to the Company date on which the portion of the Taxes shown on such Straddle Period relevant Tax Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit the right of the Company is required to file any Straddle Period Return on a timely basisbe filed.

Straddle Period Returns. (i) The Buyer shall prepare and timely file, or cause to be prepared or timely filed, (and shall provide the Sellers a copy of each such return as filed and evidence of the timely filing thereof) all Tax Returns (other than the Sellers’ Returns) that are required to be filed by, or with respect to, ATT and the Company Acquired Companies that are not filed as of the Closing Date other than the Sellers' Returns (“Buyer’s Returns”) and shall pay the Tax shown as due thereon"BUYER'S RETURNS"). In the case of a Buyer’s 's Return that includes a Straddle Period period ending on or before the Closing Date (a “Straddle Period Return”"STRADDLE PERIOD RETURN"), the Buyer shall submit each such Straddle Period Return to the Sellers Sellers' Representative for review and advice Sellers' approval no later than thirty (30) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to a Straddle Period Return, any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items dispute shall be resolved in accordance with Section 7.1(f)SECTION 2.2(D) hereof. All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable LawLaw and in a manner consistent with the prior practice of ATT and the Acquired Companies. (ii) For purposes of allocating Taxes that are payable with respect to a Straddle Period Return, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be (i) in the case of Taxes that are either (x) based upon or related to income or receipts, or (y) imposed in connection with the sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount which would be payable if the taxable year ended on the Closing Date; and (ii) in the case of Taxes imposed on a periodic basis with respect to any assets or otherwise measured by the level of any item, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire period. (iii) With respect to any Straddle Period Return, Buyer shall provide Sellers with copies of such completed Straddle Period Return and a statement setting forth the amount of Tax shown on such Straddle Period Return that is allocable to Sellers pursuant to subparagraph (ii) above (the "STATEMENT") at least fifteen (15) Business Days prior to the due date for the filing of such Straddle Period Return. Within Not later than five (5) days after before the later due date for payment of (i) the Sellers’s approval of any Straddle Period Return, and (ii) the resolution of any dispute Taxes with respect to such Straddle Period Return, the Sellers shall pay to Buyer an amount equal to the Company Taxes shown on the portion Statement as being allocable to Sellers pursuant to subparagraph (ii) above, to the extent such Tax exceeds the amount of any Taxes reflected on the Closing Date Balance Sheet as finally determined under Section 2.2 hereof; provided, however, that payment shall not be required under this clause (iii) unless the aggregate of the excess of the Taxes shown on such Straddle Period Return that constitute Pre-statements over the Taxes taken into account in determining the Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basisDate Net Working Capital is at least $10,000.

Straddle Period Returns. The Buyer shall prepare and timely file, or cause to be prepared and file or timely filed, (and shall provide the Sellers a copy of each such return as cause to be filed and evidence of the timely filing thereof) all any Tax Returns (other than “Straddle Period Returns”) of the Sellers’ Returns) Group members for Tax periods that are required to be filed by, or with respect to, begin before the Company that are not filed as of Closing Date and end after the Closing Date (“Buyer’s ReturnsStraddle Periods”) and shall pay the Tax shown as due thereon). In the case of a Buyer’s Return that includes a All such Straddle Period (Returns shall be prepared and filed in a “manner that is consistent with the prior practice of the Group members, except as required by applicable Law. Buyer shall deliver or cause to be delivered drafts of all such Straddle Period Return”)Returns (together with all schedules, statements and attachments and, to the Buyer shall submit each extent requested by non-preparing party, supporting documentation) to Seller at least forty-five (45) days prior to the due date (including extensions) of such Straddle Period Return and such Tax Returns shall be filed by Buyer on or before the due date for filing such Tax Returns. If Seller objects to any item on any such Straddle Period Return, Seller shall, within ten (10) days after delivery of such Straddle Period Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten (10) days after receipt by Buyer of such notice, the disputed items shall be resolved by the Independent Accounting Firm and any determination by the Independent Accounting Firm shall be final. The Independent Accounting Firm shall resolve any disputed items within twenty (20) days of having the item referred to it pursuant to such procedures as it may require. If the Independent Accounting Firm are unable to resolve any disputed items before the due date for such Tax Return, the Tax Return shall be filed as prepared by Seller and then amended to reflect the Independent Accounting Firm' resolution. The costs, fees and expenses of the Independent Accounting Firm shall be borne equally by Buxxx xnd Seller. Seller shall pay to Buyer the amount of any Taxes attributable to the Sellers for review and advice no later than thirty Pre-Closing Tax Period on such Straddle Period Returns Stock Purchase Agreement – Averna/Xxxxxxx Electronics 43 of the Group members on or before the date which is three (303) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made(after giving effect to any valid extensions), in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’s approval of any Straddle Period Return, and (ii) the resolution of any dispute with respect to such Straddle Period Return, the Sellers shall pay except to the Company extent such Taxes were taken into account in Indebtedness, as finally determined, or otherwise have already been paid to the portion of the Taxes shown on such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basisrelevant Taxing Authority.

Straddle Period Returns. The Buyer Purchaser shall prepare and timely file, or cause to be prepared or timely filed, (and shall provide the Sellers a copy of each such return as filed and evidence of the timely filing thereof) all Tax Returns (other than the Sellers’ Returns) that are required to be filed by, or with respect to, of the Company that are not filed as of the Closing Date (“Buyer’s Returns”) and for all Straddle Periods. Such Tax Returns shall pay the Tax shown as due thereon. In the case of be prepared on a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return basis consistent with past practice except to the Sellers for review and advice no later than thirty (30) days before extent otherwise required by applicable Law. Reasonably in advance of the due date for filing any such Straddle Period Return. No Tax Return (which, in the case of income Tax Returns shall be no later than ten (10) 30 days following prior to the Sellers’s receipt due date for filing such Tax Return), Purchaser shall deliver a draft of a Straddle Period such Tax Return, the Sellers shall notify the Buyer in writing of any dispute together with respect all supporting documentation and workpapers, to the manner in which such Straddle Period Return is prepared or the related Tax is calculated (a “Protest Notice”). If the Buyer Company Representative for its review and the Sellers are unable to resolve a dispute reasonable comment with respect to any such Tax matters relating to the pre-Closing portion of a Straddle Period Period. The Company Representative shall provide any comments on any Tax Return within a period in writing to Purchaser reasonably in advance of fifteen the due date for filing the Tax Return (15) days following which, in the Buyer’s receipt case of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period income Tax Returns shall be preparedno later than 15 days prior the due date for filing such Tax Return). If Purchaser agrees in writing with the Company Representative’s comments, Purchaser will cause such Tax Return (as revised to incorporate the Company Representative’s reasonable comments) to be timely filed and will provide a copy thereof to the Company Representative. If Purchaser does not agree in writing with the Company Representative’s comments, the parties will cooperate to resolve any disagreement prior to the due date for filing the Tax Return. If the parties have not resolved any disagreement prior to the due date, then (a) Purchaser will cause such Tax Return (as drafted by Purchaser) to be timely filed and will provide a copy thereof to the Company Representative, (b) the parties shall resolve any disagreement through the procedures provided in Section 2.7(c) and (c) upon resolution of any disagreement, the parties shall amend any Tax Return if necessary, and all elections with respect Purchaser shall file such amended Tax Return. The Company Representative shall pay any Pre-Closing Taxes (including Taxes allocable to such Straddle a Pre-Closing Tax Period Returns shall be made, pursuant to Section 9.1) shown on a Tax Return described in accordance with applicable Law. Within this Section 9.4 within five (5) days after Business Days of demand by the later of (i) the Sellers’s approval of any Straddle Period ReturnPurchaser therefor, and (ii) the resolution of any dispute with respect to such Straddle Period Return, the Sellers shall pay except to the Company extent that such Taxes were specifically included in the portion determination of the Taxes shown on such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basisMerger Consideration.

Straddle Period Returns. The Buyer shall prepare With respect to any Tax Return covering a taxable period beginning before the Closing Date and timely file, or cause to be prepared or timely filed, ending after the Closing Date (and shall provide the Sellers a copy of each such return as filed and evidence of the timely filing thereof) all Tax Returns (other than the Sellers’ Returns“Straddle Period”) that are is required to be filed by, or after the Closing Date with respect toto the Acquired Companies, Buyer shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax items required to be included therein, shall furnish a copy of such Tax Return to Sellers not later than 30 days prior to the Company due date (taking into account extensions) of each such Tax Return, shall file timely such Tax Return with the appropriate Taxing Authority, and shall timely pay all Taxes due with respect to the period covered by such Tax Return. Buyer shall permit Sellers to review and comment on each such Tax Return prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Sellers; provided that are Buyer shall not filed be required to make any revision that would be inconsistent with the Acquired Companies’ past practices with respect to the item in question unless otherwise required by Applicable Law. Buyer shall determine (by an interim closing of the books as of the Closing Date (“Buyer’s Returns”except for ad valorem Tax which shall be pro rated on a daily basis) and shall pay the Tax shown as that would have been due thereon. In the case of a Buyer’s Return that includes a Straddle Period (a “Straddle Period Return”), the Buyer shall submit each such Straddle Period Return to the Sellers for review and advice no later than thirty (30) days before the due date for such Straddle Period Return. No later than ten (10) days following the Sellers’s receipt of a Straddle Period Return, the Sellers shall notify the Buyer in writing of any dispute with respect to the manner in which period covered by such Straddle Period Tax Return is prepared or if such taxable period ended on and included the related Tax is calculated (a “Protest Notice”)Closing Date. If the Buyer and the Sellers are unable to resolve a dispute with respect to any such Straddle Period Return within a period of fifteen (15) days following the Buyer’s receipt of Protest Notice, then any disputed items shall be resolved in accordance with Section 7.1(f). All Straddle Period Returns shall be prepared, and all elections with respect to such Straddle Period Returns shall be made, in accordance with applicable Law. Within five (5) days after the later of (i) the Sellers’s approval amount of any Straddle Period Return, and Tax so determined exceeds (ii) the resolution amount of any dispute with payments made in respect to such Straddle Period ReturnTax as of the Closing Date, the Sellers shall pay to Buyer the Company amount of such excess not later than five days after receipt from Buyer of evidence of the filing of such Tax Return; if the amount determined in clause (ii) exceeds the amount determined in clause (i), Buyer shall pay to Sellers the amount of such excess not later than five days after the filing of such Tax Return. Any Tax refunds that are received by Buyer or the Acquired Companies that relate to Tax periods or portions thereof ending on or before the Closing Date (other than the portion of any refund attributable to Post-Effective Date Taxes) shall be for the account of Sellers, and Buyer shall pay over to Sellers any such refund, or appropriate portion thereof, net of any Taxes shown on or costs resulting from the receipt of such Straddle Period Return that constitute Pre-Closing Taxes. Nothing hereunder shall limit the right of the Company to file any Straddle Period Return on a timely basisrefund, within 15 days after receipt thereof.