Common use of Tax Return Filing and Amendment Clause in Contracts

Tax Return Filing and Amendment. Guidant will prepare and file, or cause to be prepared and filed, all Tax Returns of each Transferred Subsidiary with respect to periods ending on or before Closing to the extent such returns have not been filed prior to Closing, and Guidant will pay, or cause to be paid, all Taxes shown as due thereon; provided that nothing in this Section 7.02 shall affect the rights of Guidant and its Affiliates to indemnification under Section 5.06. Abbott will prepare and file, or cause to be prepared and filed all Tax Returns of each Transferred Subsidiary with respect to any Straddle Period to the extent such returns have not been filed prior to Closing, and Abbott will pay, or cause to be paid, all Taxes shown as due thereon; provided that nothing in this Section 7.02 shall affect the rights of Abbott to indemnification under Section 10.02(a)(iii). Abbott shall deliver, at least 20 days prior to the due date (taking into account extensions) for the filing of each such Tax Return for any Straddle Period, to Guidant a statement setting forth the amount of tax for which Guidant is responsible pursuant to Section 10.02(a)(iii) and copies of such Tax Return. Guidant shall have the right to review such Tax Return and the statement prior to the filing of such Tax Return. Guidant and Abbott agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and statement and mutually consent to the filing of such Tax Return. Neither Abbott nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of any Transferred Subsidiary with respect to which Abbott is not obligated to prepare, or cause to be prepared, the original such Tax Returns pursuant to this Section 7.02 without the prior written consent of Guidant (which consent shall not be unreasonably withheld).

Tax Return Filing and Amendment. Guidant (a) Parent will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of each Transferred Subsidiary with respect to periods ending on or before all Pre-Closing Tax Periods to the extent such returns Tax Returns have not been filed prior to the Closing, and Guidant Parent will timely pay, or cause to be paid, all Taxes shown as due thereon; provided that nothing in this Section 7.02 . Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall affect provide Buyer with a copy of such draft Tax Returns, shall provide Buyer at least ten (10) days for its review, and shall reflect any reasonable comments of Buyer delivered prior to the rights of Guidant and its Affiliates to indemnification under Section 5.06due date for filing such Tax Returns. Abbott Buyer will prepare and timely file, or cause to be prepared and filed timely filed, all Tax Returns of each Transferred Subsidiary with respect to any Straddle Period to the extent such returns Tax Returns have not been filed prior to Closingthe Closing Date, and Abbott Buyer will timely pay, or cause to be paid, all Taxes shown as due thereon; provided provided, however, that nothing in this Section 7.02 shall affect the rights of Abbott Buyer to indemnification under Section 10.02(a)(iii10.02(d). Abbott Buyer shall deliver, at least 20 thirty (30) days prior to the due date (taking into account extensions) for the filing of each such Tax Return for any Straddle PeriodPeriod in the case of income taxes, and at least five (5) days prior to the due date (taking into account extensions) for the filing of each such Tax Return for any Straddle Period in the case of non-income taxes, to Guidant Parent a statement setting forth the amount of tax Tax for which Guidant Parent is responsible pursuant to Section 10.02(a)(iii10.02(d)) and copies a copy of such proposed Tax Return. Guidant Parent shall have the right to review such proposed Tax Return and the statement for at least ten (10) days prior to the filing of such Tax Return. Guidant Parent and Abbott Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and statement and mutually consent to the filing of such Tax Return. Neither Abbott nor any Parent shall pay to Buyer the amount, if any, of the Tax shown on the Tax Return for which Parent is responsible pursuant to Section 10.02(d) unless and to the extent that Buyer’s failure to comply with its Affiliates shall file any amended Tax Returns for any periods for or in respect of any Transferred Subsidiary obligations under this Section 7.02(a) with respect to which Abbott is not obligated to prepare, or cause to be preparedthe preparation and review of a Tax Return adversely affects Parent (for the avoidance of doubt, the original amount so payable by Parent shall be determined by taking into account any prior estimated or other payments of the applicable Taxes and any amounts included in the calculation of the Net Working Capital and Indebtedness) no later than one (1) day before the due date (taking into account extensions) of the applicable Tax Return, and any such Tax Returns pursuant payment shall be treated as an adjustment to this the Purchase Price under Section 7.02 without the prior written consent of Guidant (which consent shall not be unreasonably withheld)10.

Tax Return Filing and Amendment. Guidant (a) Parent will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of each Transferred Subsidiary with respect to periods ending on or before all Pre-Closing Tax Periods to the extent such returns Tax Returns have not been filed prior to the Closing, and Guidant Parent will timely pay, or cause to be paid, all Taxes shown as due thereon; provided that nothing in this Section 7.02 . Not later than thirty (30) days prior to the due date for filing of such Tax Returns, Parent shall affect provide Buyer with a copy of such draft Tax Returns, shall provide Buyer at least ten (10) days for its review, and shall reflect any reasonable comments of Buyer delivered prior to the rights of Guidant and its Affiliates to indemnification under Section 5.06due date for filing such Tax Returns. Abbott Buyer will prepare and timely file, or cause to be prepared and filed timely filed, all Tax Returns of each Transferred Subsidiary with respect to any Straddle Period to the extent such returns Tax Returns have not been filed prior to Closingthe Closing Date, and Abbott Buyer will timely pay, or cause to be paid, all Taxes shown as due thereon; provided provided, however, that nothing in this Section 7.02 shall affect the rights of Abbott Buyer to indemnification under Section 10.02(a)(iii10.02(d). Abbott Buyer shall deliver, at least 20 thirty (30) days prior to the due date (taking into account extensions) for the filing of each such Tax Return for any Straddle PeriodPeriod in the case of income taxes, and at least five (5) days prior to the due date (taking into account extensions) for the filing of each such Tax Return for any Straddle Period in the case of non-income taxes, to Guidant Parent a statement setting forth the amount of tax Tax for which Guidant Parent is responsible pursuant to Section 10.02(a)(iii10.02(d)) and copies a copy of such proposed Tax Return. Guidant Parent shall have the right to review such proposed Tax Return and the statement for at least ten (10) days prior to the filing of such Tax Return. Guidant Parent and Abbott Buyer agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and statement and mutually consent to the filing of such Tax Return. Parent shall pay to Buyer the amount, if any, of the Tax shown on the Tax Return for which Parent is responsible pursuant to Section 10.02(d) unless and to the extent that Buyer’s failure to comply with its obligations under this Section 7.02(a) with respect to the preparation and review of a Tax Return adversely affects Parent (for the avoidance of doubt, the amount so payable by Parent shall be determined by taking into account any prior estimated or other payments of the applicable Taxes and any amounts included in the calculation of the Net Working Capital and Indebtedness) no later than one (1) day before the due date (taking into account extensions) of the applicable Tax Return, and any such payment shall be treated as an adjustment to the Purchase Price under Section 10.06. Neither Abbott Buyer nor any of its Affiliates shall file any amended Tax Returns for any periods for or in respect of any Transferred Subsidiary with respect to which Abbott Parent is not obligated to prepare, or cause to be prepared, the original such Tax Returns pursuant to this Section 7.02 7.02(a) or for which Parent has a right of review and consent pursuant to this Section 7.02(a) without the prior written consent of Guidant Parent (which consent shall not be unreasonably withheld). (b) If a dispute arises following the review of any Tax Return for a Straddle Period by either party pursuant to Section 7.02(a), and such dispute is not resolved by the parties within ten (10) days prior to the due date of such Tax Return (taking into account any applicable extensions of time), such dispute will be settled by an internationally recognized independent accounting firm mutually appointed by the Buyer and Parent (“CPA Firm”), which shall submit its final determination within seven (7) days. The CPA Firm’s determination shall be final, binding and conclusive on the parties hereto. Any and all costs arising from, and expenses incurred in connection with, the CPA Firm for its services rendered pursuant to this Section 7.02(b) shall be borne by Parent, on the one hand, and Buyer, on the other, in inverse proportion as each shall prevail on the dollar amounts of such disputed items so submitted to the CPA Firm as provided in this Section 7.02(b). Following the CPA Firm determination, the party responsible for filing the applicable Tax Returns shall file or cause the Transferred Subsidiaries to file those Tax Returns on or prior to the applicable due date. In the event the CPA Firm has not made a final determination by the date that is three (3) days before the date on which such Tax Return is required to be filed (including any available extensions), then the party responsible for filing the Tax Return pursuant to Section 7.02(a) shall timely file it as it shall determine in good faith, taking into account the deliberations to date and Parent shall pay the Buyer or the Taxation Authority, as applicable, the amount that Parent has calculated in good faith to be due and owing by it in accordance with Section 7.02(a). Within five (5) days following resolution of the dispute by the CPA Firm, any amounts determined to be due upon final resolution of the dispute (including interest and penalties with respect to any underpayment of Tax shown on the Tax Return as filed compared to the Tax shown on the Tax Return prepared in accordance with the CPA Firm’s determination), taking into account amounts already paid under this subsection (b), shall be promptly paid by the relevant party to the other party and, where applicable, the party responsible for filing such Tax Returns shall file amended Tax Returns. (c) Buyer or its Affiliates shall not be permitted to file an amended Tax Return for a Pre-Closing Tax Period for any Transferred Subsidiary without the prior written consent of Parent.

Tax Return Filing and Amendment. Guidant will (a) With respect to any Tax Return for a Pre-Closing Tax Period and for a Straddle Period relating to the Business or the Purchased Assets that has not been filed on or before the Closing Date, the party that is obligated to file such Tax Return under applicable Law shall prepare and file, or cause to be prepared and filed, all such Tax Returns of each Transferred Subsidiary with respect to periods ending on or before Closing to the extent such returns have not been filed prior to Closing, Return and Guidant will pay, or cause to be paid, all Taxes shown as due thereon; provided . (b) The party preparing and filing a Tax Return described in Section 9.3(a) that nothing in this Section 7.02 shall affect includes a Pre-Closing Tax Period for which indemnification may be required under Article 12 or the rights of Guidant and its Affiliates party filing an amendment to indemnification under Section 5.06. Abbott will prepare and filesuch Tax Return, or cause to be prepared and filed all Tax Returns of each Transferred Subsidiary with respect to any Straddle Period to the extent such returns have not been filed prior to Closing, and Abbott will pay, or cause to be paid, all Taxes shown as due thereon; provided that nothing in this Section 7.02 shall affect the rights of Abbott to indemnification under Section 10.02(a)(iii). Abbott shall deliver, at least 20 not less than thirty (30) days prior to the due date on which the Tax Return shall be filed, to the other party (taking into account extensions) against whom a claim for indemnification may be made under Article 12 as a result of the filing of each such Tax Return for any Straddle Period, to Guidant or amended Tax Return) a statement setting forth the amount of tax Taxes for which Guidant is responsible pursuant to Section 10.02(a)(iii) such other party may be liable under Article 12 (as determined below), and copies of such Tax ReturnReturns. Guidant Such other party shall have the right to review such Tax Return and comment on the statement prior to the filing form and substance of such statement and Tax ReturnReturns. Guidant Xxxxxx and Abbott GE agree to consult and resolve in good faith any issue arising as a result of the review of such Tax Return and statement and mutually consent Tax Returns. Notwithstanding the indemnification claim procedure set forth in Sections 12.2 and 12.3, no later than five (5) days prior to the due date for the filing of each such Tax Return. Neither Abbott nor any , the non-filing party shall pay to the party filing such Tax Return an amount equal to the amount such party is liable for under Article 12 if the amount of its Affiliates shall file any amended Taxes reflected on such Tax Returns for any periods for or in respect Return were the final amount of any Transferred Subsidiary Taxes owing with respect to which Abbott is not obligated to prepare, or cause such Tax Return under applicable Law. Any Tax Return to be preparedprepared and filed under this Section 9.3 shall, to the original such extent permitted by applicable Law, be prepared on a basis consistent with the last previous Tax Returns Return relating to the Business or the Purchased Asset. Any Tax Return prepared pursuant to this Section 7.02 without the prior written consent of Guidant (which consent 9.3 shall not be unreasonably withhelddispositive of the amount of Taxes allocable to the Pre-Closing Tax Period for each such Tax Return for purposes of determining the amount of liability under Section 12.2(a)(ii) or Section 12.3(a)(iv), if Xxxxxx and GE are unable to resolve their differences regarding such Tax Return prior to filing. (c) If there shall be any conflicts between the provisions of this Section 9.3 and Section 9.7 (relating to Conveyance Taxes), the provisions of Section 9.7 shall control with respect to Conveyance Taxes.