Common use of Tax Return Filings Clause in Contracts

Tax Return Filings. With respect to Pre-Closing Tax Period, Purchaser shall, or shall cause the Company to, timely prepare and file with the relevant Taxing Authorities all Tax Returns of the Company the due date for filing of which, determined taking into account extensions, is after the Closing Date. With respect to Tax Returns for taxable periods (or portions thereof) ending on or prior to the Closing Date that Purchaser shall prepare and file, Purchaser shall furnish Seller with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and Purchaser shall consider in good faith any comments of Seller with respect to such Tax Returns. Seller shall, or shall cause the Company to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company the due date for filing of which, determined taking into account extensions, is on or before the Closing Date; provided that Seller shall furnish Purchaser with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and no such Tax Returns shall be filed with any Taxing Authority without Purchaser’s written consent (which such written consent shall not be unreasonably withheld). Any Tax Returns described in this Section 9.2 shall be prepared on a basis consistent with applicable Law (and to the extent consistent with such Law, the past practices of the Company) and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended on the Closing Date, unless otherwise required by applicable Law. If a Tax Return that is required to be filed by Purchaser includes or reports a liability for Taxes for which Seller is responsible, Seller shall pay to Purchaser the amount of liability for Taxes that is owed by Seller no later than 15 Business Days prior to the date such Tax Return is required to be filed (taking into account all filing extensions available with respect to such filing) or, if earlier, such Tax payment due date.

Tax Return Filings. With respect to Pre-Closing Tax PeriodAt the Optionors’ expense, Purchaser the Optionee shall, or shall cause the Company and each Company Subsidiary to, timely prepare and file with the relevant Taxing Authorities all Tax Returns of the Company and each Company Subsidiary covering a Pre-Closing Tax Period or a Straddle Period the due date for filing of which, determined taking into account extensions, is after the Closing Date. With respect to Tax Returns for taxable periods (or portions thereof) ending on or prior to ; provided that the Closing Date that Purchaser shall prepare and file, Purchaser Optionee shall furnish Seller the Optionors with a copy of such Tax Returns at least 30 not later than thirty (30) days before such Tax Returns are due, and Purchaser shall consider in good faith any comments of Seller with respect to no such Tax Returns. Seller Returns shall be filed with any Taxing Authority without the Optionors’ written consent, which consent shall not be unreasonably withheld.. The Optionors shall, or shall cause the Company and each Company Subsidiary to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company, any of each Company Subsidiary, or for each Company Group with respect to which the Company or any Company Subsidiary is the parent, the due date for filing of which, determined taking into account extensions, is on or before the Closing Date; provided that Seller shall furnish Purchaser with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and no such Tax Returns shall be filed with any Taxing Authority without Purchaser’s written consent (which such written consent shall not be unreasonably withheld). Any Tax Returns described in this Section 9.2 8.2 shall be prepared on a basis consistent with applicable Law (law and to the extent consistent with such Law, the past practices of the Company) Company and each Company Subsidiary and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless otherwise required the relevant Taxing Authority will not accept such a Tax Return. Further, the Optionee, the Company and/or each Company Subsidiary shall not enter into any transaction on the Closing Date (i) not contemplated by applicable Lawthis Agreement, and (ii) outside the ordinary course of business which may result in the Company or any Company Subsidiary paying additional Taxes. If Promptly following the filing of any Pre-Closing Tax Period Tax Return or a Straddle Period Tax Return that the Optionee is required responsible for preparing pursuant to be filed this Section 8.2, the Optionee shall provide to the Optionors a schedule detailing the reasonable out-of-pocket costs paid to third parties in the preparation of such Tax Returns (the “Tax Return Cost Schedule”). The Optionors shall reimburse Optionee, not later than thirty (30) days after receipt of any Tax Return Cost Schedule (i) the full amount reflected thereon in respect of any Pre-Closing Tax Period Tax Return, and (ii) in the case of any Straddle Period Tax Return, the amount reflected on such Tax Return Cost Schedule multiplied by Purchaser includes or reports a liability for Taxes for fraction, the numerator of which Seller is responsible, Seller shall pay to Purchaser the amount of liability for Taxes that is owed by Seller no later than 15 Business Days prior to Tax reflected on the date such related Straddle Period Tax Return for which the Optionors are liable, and the denominator of which is required to be filed (taking into account all filing extensions available with respect to the total amount of Tax shown as due on such filing) or, if earlier, such Straddle Period Tax payment due dateReturn.

Tax Return Filings. With respect to Pre-Closing Tax PeriodAt the Optionors’ expense, Purchaser the Optionee shall, or shall cause the Company and each Company Subsidiary to, timely prepare and file with the relevant Taxing Authorities all Tax Returns of the Company and each Company Subsidiary covering a Pre-Closing Tax Period or a Straddle Period the due date for filing of which, determined taking into account extensions, is after the Closing Date. With respect to Tax Returns for taxable periods (or portions thereof) ending on or prior to ; provided that the Closing Date that Purchaser shall prepare and file, Purchaser Optionee shall furnish Seller the Optionors with a copy of such Tax Returns at least 30 not later than thirty (30) days before such Tax Returns are due, and Purchaser shall consider in good faith any comments of Seller with respect to no such Tax ReturnsReturns shall be filed with any Taxing Authority without the Optionors’ written consent, which consent shall not be unreasonably withheld. Seller The Optionors shall, or shall cause the Company and each Company Subsidiary to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company, any of each Company Subsidiary, or for each Company Group with respect to which the Company or any Company Subsidiary is the parent, the due date for filing of which, determined taking into account extensions, is on or before the Closing Date; provided that Seller shall furnish Purchaser with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and no such Tax Returns shall be filed with any Taxing Authority without Purchaser’s written consent (which such written consent shall not be unreasonably withheld). Any Tax Returns described in this Section 9.2 8.2 shall be prepared on a basis consistent with applicable Law (law and to the extent consistent with such Law, the past practices of the Company) Company and each Company Subsidiary and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless otherwise required the relevant Taxing Authority will not accept such a Tax Return. Further, the Optionee, the Company and/or each Company Subsidiary shall not enter into any transaction on the Closing Date (i) not contemplated by applicable Lawthis Agreement, and (ii) outside the ordinary course of business which may result in the Company or any Company Subsidiary paying additional Taxes. If Promptly following the filing of any Pre-Closing Tax Period Tax Return or a Straddle Period Tax Return that the Optionee is required responsible for preparing pursuant to be filed this Section 8.2, the Optionee shall provide to the Optionors a schedule detailing the reasonable out-of-pocket costs paid to third parties in the preparation of such Tax Returns (the “Tax Return Cost Schedule”). The Optionors shall reimburse Optionee, not later than thirty (30) days after receipt of any Tax Return Cost Schedule (i) the full amount reflected thereon in respect of any Pre-Closing Tax Period Tax Return, and (ii) in the case of any Straddle Period Tax Return, the amount reflected on such Tax Return Cost Schedule multiplied by Purchaser includes or reports a liability for Taxes for fraction, the numerator of which Seller is responsible, Seller shall pay to Purchaser the amount of liability for Taxes that is owed by Seller no later than 15 Business Days prior to Tax reflected on the date such related Straddle Period Tax Return for which the Optionors are liable, and the denominator of which is required to be filed (taking into account all filing extensions available with respect to the total amount of Tax shown as due on such filing) or, if earlier, such Straddle Period Tax payment due dateReturn.

Tax Return Filings. With respect to Pre-Closing Tax Period, Purchaser Parent and Parent Americas shall, or shall cause the Company and the Company Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Tax Returns of the Company and the Company Subsidiaries the due date for filing of which, determined taking into account extensions, is after the Closing Date. With respect Any such return for a straddle or pre-closing period shall be provided to Tax Returns for taxable periods (or portions thereof) ending on or the Shareholder Representative at least 45 days prior to the Closing Date due date (or such shorter period as can be reasonably provided) and shall not be filed without the Shareholder Representative’s prior consent, which shall not be unreasonably withheld; provided, however, that Purchaser shall prepare and file, Purchaser shall furnish Seller with a copy of such Tax Returns at least failure to respond within 30 days before such Tax Returns are due, and Purchaser shall consider in good faith any comments of Seller with respect to such Tax Returnsbe deemed consent. Seller The Company Shareholders shall, or shall cause the Company and the Company Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company or any of the Company Subsidiaries the due date for filing of which, determined taking into account extensions, is on or before the Closing Date; provided that Seller the Shareholder Representative shall furnish Purchaser Parent and Parent Americas with a copy of such Tax Returns at least 30 45 days before such Tax Returns are due, and no such Tax Returns shall be filed with any Taxing Authority without PurchaserParent’s and Parent Americas’ written consent (consent, which such written consent shall not be unreasonably withheld); provided, however, that failure to respond within 30 days shall be deemed consent. Any Tax Returns described in this Section 9.2 the preceding sentence shall be prepared on a basis consistent with applicable Applicable Law (and to the extent consistent with such Law, the past practices of the Company) Company and the Company Subsidiaries and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). The Shareholder Representative shall cause Parent and Parent Americas to be reimbursed (in accordance with Section 7.2(c)) for any amount owed by the Effective Time Company Shareholders pursuant to Section 7.2(c) with respect to the taxable periods covered by such Tax Returns. All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless otherwise required by applicable Law. If the relevant Taxing Authority will not accept such a Tax Return that is required to be filed by Purchaser includes or reports a liability for Taxes for which Seller is responsible, Seller shall pay to Purchaser the amount of liability for Taxes that is owed by Seller no later than 15 Business Days prior to the date such Tax Return is required to be filed (taking into account all filing extensions available with respect to such filing) or, if earlier, such Tax payment due dateReturn.

Tax Return Filings. With respect to Pre-Closing Tax Period, (a) The Purchaser shall, shall (or shall cause the Company Surviving Corporation to, ) timely prepare and file with the relevant Taxing Authorities all Tax Returns of the Company the due date for filing of which, determined taking into account extensions, is after the Closing Date. With The Surviving Corporation shall furnish to the Stockholders a copy of the final IRS Form 1120S to be filed by the Surviving Corporation with respect to the ownership by the Stockholders of the Company for the Tax Returns for taxable periods (or portions thereof) Period preceding and ending on or prior to the Closing Date that Purchaser shall prepare and file, Purchaser shall furnish Seller with a copy of such Tax Returns at least 30 days before such Tax Returns are return is due, and Purchaser no such return shall consider in good faith any comments of Seller be filed with respect to such Tax Returnsthe Internal Revenue Service without the Stockholders' written consent, which consent shall not be unreasonably withheld. Seller shall, The Stockholders shall (or shall cause the Company to, ) timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company and each Subsidiary the due date for filing of which, determined taking into account extensions, is on or before the Closing Date; provided that Seller the Company shall furnish to the Purchaser with a copy of such Tax Returns returns at least 30 days before such Tax Returns returns are due, and no such Tax Returns returns shall be filed with any Taxing Authority without the Purchaser’s 's written consent (consent, which such written consent shall not be unreasonably withheld). Any Tax Returns described in this Section 9.2 the preceding sentence shall be prepared on a basis consistent with applicable Law (and to the extent consistent with such Law, the past practices of the Company. The Stockholders shall reimburse the Purchaser (in accordance with Section 8.4) for any amount owed by the Company and in a manner that does not distort each Subsidiary with respect to the taxable income (e.g., periods covered by deferring income or accelerating deductions)such Tax Returns except to the extent the liability for each Taxes is shown on the Closing Balance Sheet. All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless otherwise required by applicable Law. If the relevant Taxing Authority will not accept such a Tax Return that is required to be filed by Purchaser includes or reports a liability for Taxes for which Seller is responsible, Seller shall pay to Purchaser the amount of liability for Taxes that is owed by Seller no later than 15 Business Days prior to the date such Tax Return is required to be filed (taking into account all filing extensions available with respect to such filing) or, if earlier, such Tax payment due dateReturn.

Tax Return Filings. With respect to Pre-Closing Tax Period, The Purchaser shall, or shall cause the Company and the Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Tax Returns of the Company, the Subsidiaries and each Company Group (such Company Group determined as of the date of this Agreement and including any combined or consolidated group of which the Company or any Subsidiary is a member on such date and the Seller is the common parent) the due date for filing of which, determined taking into account extensions, is after the Closing Date. With respect to Tax Returns for taxable periods (or portions thereof) ending on or prior to the Closing Date that Purchaser and shall prepare and file, Purchaser shall furnish Seller with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and Purchaser shall consider in good faith any comments of Seller pay all Taxes with respect to such Tax Returnsthereto. The Seller shall, or shall cause the Company and the Subsidiaries to, timely prepare and file with the relevant Taxing Authorities all Tax Returns for any taxable periods of the Company or any of the Subsidiaries the due date for filing of which, determined taking into account extensions, is on or before the Closing Date; provided that Seller shall furnish Purchaser with a copy of such Tax Returns at least 30 days before such Tax Returns are due, and no such Tax Returns shall be filed with any Taxing Authority without Purchaser’s written consent (which such written consent shall not be unreasonably withheld). Any Tax Returns described in this Section 9.2 the preceding sentence shall be prepared on a basis consistent with applicable Law (and to the extent consistent with such Law, the past Tax practices of the Company) Company and the Subsidiaries and in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). All Tax Returns for a taxable period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless otherwise required by applicable Law. If the relevant Taxing Authority will not accept such a Tax Return that is required Return. The Purchaser shall allow the Seller to be filed by Purchaser includes review and comment upon all income Tax Returns (including any amended returns) for any combined or reports a liability for Taxes for consolidated group of which the Seller is responsiblea member for any Pre-Closing Tax Period. The Purchaser shall provide the Seller with the applicable Tax Returns at least 30 Business Days before the due date for filing such Tax Return. The Purchaser shall consider in good faith any revisions to such Tax Returns as the Seller may reasonably request. The Purchaser shall indemnify and hold harmless the Seller and the shareholders of the Seller for all Taxes of the Company, the Subsidiaries, the Seller and each Company Group for all Pre-Closing Tax Periods. The Purchaser shall have the right to control any contest of such Taxes. The Seller and the shareholders of the Seller, severally and not jointly, shall indemnify and hold harmless the Purchaser, the Company and the Subsidiaries for all Taxes of the Seller for all taxable periods (or portions thereof) beginning after the close of business on the Closing Date and shall pay such amount to Purchaser the amount of liability for Taxes that is owed by Seller no later than 15 Seller, the Company or the Subsidiaries, as applicable, within 3 Business Days prior to of the required date of payment for such Tax Return is required to be filed (taking into account all filing extensions available with respect to such filing) or, if earlier, such Tax payment due dateTaxes.