Common use of Tax Agreements Clause in Contracts

Tax Agreements. (a) Buyer shall prepare or cause the Company to prepare and timely file or cause to be filed all Tax Returns of the Company and any Subsidiary that are filed after the Closing Date. Except as otherwise required by applicable Law, Tax Returns of the Company and any Subsidiary for any taxable period ending on the Closing Date shall be prepared in a manner consistent with prior practice. Buyer shall permit the Seller Representative to review and comment on each such Tax Return described in the immediately preceding sentence and shall make such revisions as are reasonably requested by the Seller Representative. Notwithstanding the foregoing, each of the Sellers, the Company and the Buyer acknowledge and agree that Buyer, in its sole discretion, shall cause the Company to make an election pursuant to subsection 256(9) of the Tax Act (Canada) in respect of its taxation year ending on the acquisition of control of the Company by Buyer. (b) Buyer, the Sellers and the Company shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns and any audit, appeal, hearing, litigation or other proceeding with respect to Taxes, and the preparation of provisions for financial statements. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, appeal, hearing, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) Any Tax refunds (or credits in lieu of refunds) of the Company or any Subsidiary received by Buyer or the Company that relate to taxable periods or portions thereof ending on or before the Closing Date, excluding any ITCs, shall be for the account of the Sellers and shall be paid over to Sellers within 15 days after receipt thereof including any interest received but net of (i) any reasonable costs incurred in connection with the recovery of such refund or credit, and (ii) any Taxes incurred by the Company or the Subsidiary in respect of such refund or credit.

Tax Agreements. (a) Buyer Tax Return Filings and Tax Payments for 1997. Seller shall prepare or cause include the Company to prepare in its consolidated federal income Tax return, and timely file in those state, local and foreign Tax returns that are filed on a consolidated, combined or cause unitary basis, for its tax period that includes the Closing Date, and Seller shall be responsible for the payment of, and shall indemnify and hold harmless the Buyer against, all Taxes required to be filed all paid with respect to such consolidated, combined or unitary Tax Returns. Such Tax Returns shall include (a) the income and gains resulting from the purchase and sale of the Company Shares, (b) any deferred income and gain taken into income by reason of Treasury Regulation Section 1.1502-13 or any Subsidiary that are filed after similar provision of state, local or foreign law, and (c) all other items of income, gain, loss, deduction and credit of the Company for the period up to and including the Closing Date. Except , as otherwise required determined by applicable Law, Tax Returns closing the books of the Company and any Subsidiary for any taxable period ending on as of the end of the Closing Date shall be prepared in a manner consistent with prior practice. Buyer shall permit the Seller Representative to review and comment on each Date; provided, however, such Tax Return described in the immediately preceding sentence and shall make such revisions as are reasonably requested by the Seller Representative. Notwithstanding the foregoingnot include any income, each gain, loss, deduction or credit of the Sellers, Company arising as a result of action of Buyer or the Company and taken after the Closing. The Buyer acknowledge and agree that Buyer, in its sole discretion, shall cause the Company to make an election pursuant properly file all state and local tax returns required to subsection 256(9) of the Tax Act (Canada) in respect of its taxation year ending on the acquisition of control of be filed by the Company by Buyerfor all taxable periods or portions thereof which include the Closing Date and which are not described in the preceding sentence, and to pay all taxes due with respect to such tax returns. (b) Tax Elections and Reporting Positions for 1996 and 1997. Without the prior written consent of Buyer, the Sellers and neither Seller nor the Company shall cooperate fullynor any Affiliate of Seller shall, as and to the extent reasonably requested by it may affect or relate to the Company, make or change any election, change any annual tax accounting period, adopt or change any tax accounting method, file any amended return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, take any other partyaction or omit to take any action, in connection with the filing of Tax Returns and if any auditsuch election, appealadoption, hearingchange, litigation amendment, agreement, settlement, surrender, consent or other proceeding with respect to Taxes, and the preparation of provisions for financial statements. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any such audit, appeal, hearing, litigation, action or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of omission would have any material provided hereunder. (c) Any Tax refunds (or credits in lieu of refunds) of adverse tax effects to the Company for any period or any Subsidiary received by Buyer or the Company that relate to taxable periods or portions portion thereof ending on or before the Closing Date, excluding any ITCs, shall be for the account of the Sellers and shall be paid over to Sellers within 15 days beginning after receipt thereof including any interest received but net of (i) any reasonable costs incurred in connection with the recovery of such refund or credit, and (ii) any Taxes incurred by the Company or the Subsidiary in respect of such refund or credit.the

Tax Agreements. (a) Buyer Seller and Seller's accountants, Carr, Riggs & Ingram, LLC, shall prepare or cause the Company to prepare and timely file or cause to be filed prepared alx Xxx Xxxxxns xx xxx Seller for all Tax Returns of periods ending on or prior to the Company and any Subsidiary Closing Date that are required to be filed after the Closing Date. Except as otherwise required by applicable Law, Date including any Tax Returns of Return for the Company and any Subsidiary for any taxable short period ending on the Closing Date (the "SHORT PERIOD RETURNS"). All such Tax Returns shall be prepared on a cash basis in a manner consistent with the prior practice. Buyer practice of Seller, and Shareholder shall permit bear all costs in connection with the Seller Representative to review and comment on each preparation of such Tax Return described in Returns. Shareholder shall provide Bridgeline with a copy of such Tax Returns at least thirty (30) days prior to the immediately preceding sentence due date for any such return and shall make such revisions as are reasonably requested by Bridgeline. Bridgeline shall execute and file such Tax Returns on or prior to the Seller Representative. Notwithstanding due date thereof (taking into account any extensions received from the foregoingrelevant tax authorities), each and Shareholder shall pay all Taxes when due with respect to said Tax Returns, except for any Taxes arising from the failure of the Sellers, the Company and the Buyer acknowledge and agree that Buyer, Merger to qualify as a reorganization described in its sole discretion, shall cause the Company to make an election pursuant to subsection 256(9Section 368(a) of the Tax Act (Canada) in respect of its taxation year ending on the acquisition of control of the Company by BuyerCode. (b) BuyerIn order to apportion appropriately any Taxes relating to a period that includes the Closing Date, the Sellers parties will, to the extent permitted by applicable law, elect with the relevant tax authority to treat the Closing Date as the last day of a taxable period of the Seller (a "SHORT PERIOD"), and such period shall be treated as a Short Period and a period ending prior to or on the Closing Date for purposes of this Agreement. In any case where applicable law does not permit the Seller to treat the Closing Date as the last day of a Short Period, then for purposes of this Agreement, the portion of each Tax that is attributable to the period which would have qualified as a Short Period if such election had been permitted by applicable law (a "STRADDLE PERIOD") shall be (i) in the case of a Tax that is not based on net income, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Straddle Period, and the Company denominator of which is the total number of days in such period, and (ii) in the case of a Tax that is based on net income, the Tax that would be due with respect to the Straddle Period if such Straddle Period were a Short Period determined based upon an interim closing of the books. (c) Any refunds that are received by Bridgeline or the Seller, and any amounts credited against Tax to which Bridgeline or the Seller become entitled, that relate to Seller's periods or portions thereof ending on or before the Closing Date shall be for the account of Shareholder, and Bridgeline shall, to the extent there is no amount due from the Shareholder under paragraph (a) hereof, pay over to Shareholder any such refund or the amount of such credit within 15 days after receipt or entitlement thereto. (d) Neither Shareholder nor Bridgeline shall file or cause to be filed any amended Tax Return or claims for refund with respect to Seller for any pre-Closing period without prior notification to the other party. (e) Bridgeline and Shareholder shall cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Section 8.6 and any audit, appeallitigation, hearing, litigation or other proceeding with respect to Taxes, and the preparation of provisions for financial statementssuch Tax Returns. Such cooperation shall include the Bridgeline's retention and (upon the other party’s Shareholder's request) the provision of records and information which are reasonably relevant to any such audit, appeal, hearing, litigation, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderproceeding." (c) Any Tax refunds Section 10.3(a) is deleted in its entirety and replaced with the following: (or credits a) All fees and expenses incurred in lieu of refunds) of connection with this Agreement and the Company or any Subsidiary received by Buyer or the Company that relate to taxable periods or portions thereof ending on or before the Closing Date, excluding any ITCs, shall be for the account of the Sellers and transactions contemplated hereby shall be paid over by the party incurring such fees and expenses, whether or not the Merger is consummated; PROVIDED, HOWEVER, that if the Merger is consummated, Bridgeline shall pay up to Sellers within 15 days after receipt thereof including any interest received but net an aggregate of (i) any $200,000 for the reasonable costs legal expenses of counsel to the Seller and accounting expenses incurred in connection with the recovery Merger including the accounting fees for the audit of such refund or creditSeller's fiscal years ending September 30, 2004, September 30, 2005 and (ii) any Taxes incurred September 30, 2006, it being acknowledged and agreed to by the Company or parties that the Subsidiary Shareholder shall be personally responsible for any such expenses of Seller exceeding this limit." (d) Section 10.3(b)(ix) is deleted in respect of such refund or credit.its entirety and replaced with the following:

Tax Agreements. (a) Buyer Except as otherwise provided in Section 6.06, Seller shall prepare or cause properly include the Company to prepare in the filing of its consolidated federal income Tax Return and timely shall properly file any combined, unitary or cause consolidated state, local, or foreign Tax Return required to be filed all Tax Returns of the Company and any Subsidiary that are filed after the Closing Date. Except as otherwise required by applicable LawSeller and, Tax Returns of the Company and any Subsidiary for any taxable period ending on the Closing Date shall be prepared in a manner consistent with prior practice. Buyer shall permit the Seller Representative to review and comment on each such Tax Return described in the immediately preceding sentence and shall make such revisions as are reasonably requested by the Seller Representative. Notwithstanding the foregoing, each of the Sellers, the Company and the Buyer acknowledge and agree that Buyer, in its sole discretion, shall cause the Company to make an election pursuant to subsection 256(9) of the Tax Act (Canada) in respect of its taxation year ending on the acquisition of control of the Company by Buyer. (b) Buyer, the Sellers and the Company shall cooperate fully, as and to the extent reasonably requested required or permitted by the other partylaw, in connection with the filing of Tax Returns and any audit, appeal, hearing, litigation or other proceeding with respect to Taxes, and the preparation of provisions for financial statements. Such cooperation shall include the retention and (upon the other party’s request) the provision of records and information which are reasonably relevant to any Company in such auditstate, appeal, hearing, litigationlocal, or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. (c) Any foreign Tax refunds (or credits in lieu of refunds) of Returns for the Company or any Subsidiary received by Buyer or the Company that relate to Company's taxable periods or portions thereof ending on and including the Closing Date which occur prior to the Closing Time, and shall pay all Taxes shown as due on such returns with respect to the Company, for such periods or portions thereof ending on or prior to the Closing Date which occurs prior to the Closing Time. The Buyer shall cause the Company to properly file all federal, state, local, and foreign Tax Returns required to be filed by the Company or to the extent required by law to be properly included in the filing of a consolidated federal income Tax Return of an Affiliate of the Buyer for all taxable periods or portions thereof ending after the Closing Date and which are not described in the preceding sentence and those taxable periods or portions thereof which begin after the Closing Date, and to pay all Taxes due with respect to such periods or portions thereof. (b) Buyer shall promptly notify Seller in writing in the case of an audit or administrative or judicial proceeding of the Company or any subsidiary thereof that relates to periods ending on or before the Closing Date. Seller shall have the right at its expense to participate in and control the conduct of such audit or proceeding but only to the extent that such audit or proceeding (c) The Seller shall pay all amounts due under this Section 6.02, excluding including all Taxes, interest, reasonable expenses and penalties, promptly upon notice by the Buyer that the Seller has a liability for a determinable amount under this Section 6.02; provided that the Buyer shall refund promptly any ITCssuch amounts to the Seller upon a determination that the Seller is not liable hereunder; provided, further however, that the Seller is provided with calculations or other materials supporting such liability. Taxes, interest and penalties shall not be payable by Seller pursuant to this Section 6.02 earlier than the date a final determination is made by the appropriate taxing authority or court with respect to the Tax in question. (d) Notwithstanding anything to the contrary, any and all existing agreements arising out of or relating to the allocation of sharing of Taxes between the Company, and any subsidiary of the Company, and any member of the affiliated group, within the meaning of Section 1504(a) of the Code, of which the Seller is a member or was a member shall be for the account of the Sellers and shall be paid over terminated with respect to Sellers within 15 days after receipt thereof including any interest received but net of (i) any reasonable costs incurred in connection with the recovery of such refund or credit, and (ii) any Taxes incurred by the Company or any subsidiary of the Subsidiary in Company as of the Closing Date, with the Company or any subsidiary of the Company thereof having no further rights, obligations, or liabilities thereunder with respect of such refund to any taxable period prior to, including or creditafter the Closing Date.