Common use of Tax Return Preparation and Filing Clause in Contracts

Tax Return Preparation and Filing. (i) URSI will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI or any Acquired Party for any taxable period beginning on or after the Closing Date. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company pursuant to Code Section 381 and the regulations promulgated thereunder. (ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date. URSI and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns shall be prepared in a manner consistent with applicable laws. (iii) In order appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired Party, and such taxable period shall be treated as a Pre-Closing Period for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party for such Interim Period shall be (i) in the case of a Tax that is not based on income or gross receipts, 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 Interim Period, and the denominator of which is the total number of days in such period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the Interim Period, if such Interim Period constituted an entire taxable period.

Tax Return Preparation and Filing. (i) URSI will Xxxxx Xxxxxx, on behalf of the Selling Shareholders, shall file with the Internal Revenue Service or cause to be responsible for preparing filed when due (taking into account any applicable extensions), Form 1120S and filing (or causing all related forms in connection with the preparation and filing of) all income Tax Returns with respect to URSI or any Acquired Party for any taxable period short tax year of the Company beginning on or after the Closing Date. The parties hereto acknowledge that January 1, 2018 and ending on the Closing Date shall be (the last day of a taxable period of the Company pursuant to Code Section 381 “Short Year Return”), and the regulations promulgated thereunder. (ii) STOCKHOLDERS will Selling Shareholders shall pay all Taxes due in respect of such Short Year Return. The Company shall file, or cause to be responsible for preparing and filing (or causing the preparation and filing of) filed, when due all income other Tax Returns that are required to be filed by or with respect to the COMPANY and Company or any Acquired Party for any taxable period ending on or before of its Subsidiaries prior to the Closing Date. URSI Date and the STOCKHOLDERS shall (a) with pay all Taxes due in respect to of such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such . Such Tax Returns shall be prepared in a manner consistent accordance with applicable lawsthe past practice and custom of the Company or such Subsidiary, as applicable, in preparing its Tax Returns, except as otherwise required by Applicable Law. (ii) Other than the Short Year Return, the Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns that are required to be filed by or with respect to the Company or any of its Subsidiaries relating to any Pre-Closing Tax Period that have not yet been filed as of the Closing Date. (iii) In order appropriately Not later than five (5) days prior to apportion the due date for the payment of Taxes on any Taxes relating Tax Return which Purchaser has the responsibility to a taxable period that includes (but that would not, but for this section, close on) the Closing Datecause to be filed pursuant to Section 5.09(a)(ii), the parties hereto willSelling Shareholders shall pay to Purchaser the amount of Taxes, as reasonably determined by Purchaser, which are attributable to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired Party, and such taxable period shall be treated as a Pre-Closing Tax Period for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party (as determined pursuant to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party for such Interim Period shall be (iSection 5.09(b) in the case of a Tax that is Straddle Period), except to the extent such Taxes have been taken into account as a liability in determining Working Capital. For the avoidance of doubt, any payment required by this Section 5.09(a)(iii) shall not based on income or gross receipts, be made from the total Holdback Amount except in the sole discretion of Purchaser and no payment obligation pursuant to this Section 5.09(a)(iii) shall excuse the Selling Shareholders from their indemnification obligations pursuant to Section 6.01(a)(iv) if the amount of Taxes, as ultimately determined on audit or otherwise, for the periods covered by such Tax for Returns exceeds the period in question multiplied by a fraction, amount of the numerator of which is the number of days in the Interim Period, and the denominator of which is the total number of days in such period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the Interim Period, if such Interim Period constituted an entire taxable periodSelling Shareholders’ payment under this Section 5.09(a)(iii).

Tax Return Preparation and Filing. (i) URSI HDS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI HDS or any Acquired Party the COMPANY for any taxable period beginning on or after the Closing Date. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company COMPANY pursuant to Code Section 381 and the regulations promulgated thereunder. (ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date. URSI HDS and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns shall be prepared in a manner consistent with applicable laws. HDS shall provide the cash necessary to pay any Taxes shown to be due on such Tax Returns, but without prejudice to the right of HDS to seek indemnification for such Taxes from the STOCKHOLDERS pursuant to Section 11.6, if applicable. (iii) In order to appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired PartyCOMPANY, and such taxable period shall be treated as a Pre-Closing Period (as defined in Section 10.6(c)) for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party COMPANY to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party COMPANY for such Interim Period shall be (i) in the case of a Tax that is not based on income or gross receipts, 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 Pre-Closing Period portion of such Interim Period, and the denominator of which is the total number of days in such periodInterim Period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the Interim Period, if such Interim Period constituted an entire taxable period.

Tax Return Preparation and Filing. (i) URSI HDS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI HDS or any Acquired Party the COMPANY for any taxable period beginning on or after the Closing Date. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company COMPANY pursuant to Code Section 381 and the regulations promulgated thereunder. (ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date. URSI HDS and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns shall be prepared in a manner consistent with applicable laws. HDS shall provide the cash necessary to pay any Taxes shown to be due on such Tax Returns filed after the Closing Date and imposed on the COMPANY by any Taxing Authority listed in Schedule 7.12 with respect to the taxable period ending on the Closing Date, but without prejudice to the right of HDS to seek indemnification for such taxes from the STOCKHOLDERS under Section 11.6, if applicable. (iii) In order to appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired PartyCOMPANY, and such taxable period shall be treated as a Pre-Closing Period (as defined in Section 10.6(c)) for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party COMPANY to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party COMPANY for such Interim Period shall be (i) in the case of a Tax that is not based on income or gross receipts, 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 Pre-Closing Period portion of such Interim Period, and the denominator of which is the total number of days in such periodInterim Period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the Interim Period, if such Interim Period constituted an entire taxable period.

Tax Return Preparation and Filing. (i) URSI HDS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI HDS or any Acquired Party the COMPANY for any taxable period beginning on or after the Closing Date. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company COMPANY pursuant to Code Section 381 and the regulations promulgated thereunder. (ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date, but shall be reimbursed by HDS for reasonable legal and accounting fees incurred thereby. URSI HDS and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns -------- ------- shall be prepared in a manner consistent with applicable laws. Notwithstanding the foregoing, STOCKHOLDERS shall not prepare or file any Tax Return or amended Tax Return without the reasonable involvement, consent or instructions of HDS regarding (i) Tax Returns for any period beginning on or after October 1, 1998 and (ii) any restatement of inventory for any taxable period. HDS shall provide the cash necessary to pay any Taxes shown to be due on such Tax Returns filed after the Closing Date and imposed on the COMPANY by any Taxing Authority in respect of any taxable period commencing on or after October 1, 1997, but without prejudice to the right of HDS to seek indemnification for such Taxes from the STOCKHOLDERS under Section 11.6, if applicable. (iii) In order to appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired PartyCOMPANY, and such taxable period shall be treated as a Pre-Closing Period (as defined in Section 10.6(c)) for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party COMPANY to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party COMPANY for such Interim Period shall be (i) in the case of a Tax that is not based on income or gross receipts, 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 Pre-Closing Period portion of such Interim Period, and the denominator of which is the total number of days in such periodInterim Period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the Interim Period, if such Interim Period constituted an entire taxable period.

Tax Return Preparation and Filing. (i) URSI HDS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI or any Acquired Party for any taxable period beginning on or after the Closing DateHDS. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company COMPANY pursuant to Code Section 381 and the regulations promulgated thereunder. (ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date. URSI HDS and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns shall be prepared in a manner consistent with applicable laws. The COMPANY shall provide the cash necessary to pay such Taxes, if any, shown to be due from the Company on any such Tax Returns filed after the Closing Date, but without prejudice to the right of HDS or the COMPANY to seek indemnification for such Taxes from the STOCKHOLDERS pursuant to Section 11.6, if applicable. (iii) In order to appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired PartyCOMPANY, and such taxable period shall be treated as a Pre-Closing Period (as defined in Section 10.6(c)) for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party COMPANY to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party COMPANY for such Interim Period shall be (i) in the case of a Tax that is not based on income or gross receipts, 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 Pre-Closing Period portion of such Interim Period, and the denominator of which is the total number of days in such periodInterim Period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the Interim Period, if such Interim Period constituted an entire taxable period. (iv) The STOCKHOLDERS represent and warrant to HDS that the COMPANY is entitled to receive rebates in respect of sales made during the period from January 1, 1999 through the Closing Date of approximately 3% of its revenues during such period, which rebate amounts are currently expected to be paid to HDS as the COMPANY's successor on or before May 31, 2000. The STOCKHOLDERS will cause, in accordance with Section 10.4(ii) of this Agreement, (x) the COMPANY to include an amount in respect of such anticipated rebates that is not less than 3% of the COMPANY'S revenues during the period from January 1, 1999 through the Closing Date as income in the Company's Tax Returns for the short taxable period commencing January 1, 1999 and ending as of, or on, the Closing Date, and (y) the COMPANY to include an amount as income on the COMPANY's Tax Returns for the short taxable period commencing January 1, 1999 and ending as of, or on, the Closing Date that is not less than the aggregate amount of distributions made to the STOCKHOLDERS as set forth on Schedule 7.3.

Tax Return Preparation and Filing. (i) URSI HDS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI HDS or any Acquired Party the COMPANY for any taxable period beginning on or after the Closing Date. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company COMPANY pursuant to Code Section 381 and the regulations promulgated thereunder. (ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date. URSI HDS and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns shall be prepared in a manner consistent with applicable laws. The COMPANY shall provide the cash necessary to pay such Taxes, if any, shown to be due from the COMPANY on any such Tax Returns filed after the Closing Date, but without prejudice to the right of HDS or the COMPANY to seek indemnification for such Taxes from the STOCKHOLDERS pursuant to Section 11.6, if applicable. (iii) In order to appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company and any Acquired PartyCOMPANY, and such taxable period shall be treated as a Pre-Closing Period (as defined in Section 10.6(c)) for purposes of this Agreement. In any case where applicable law does not permit the Company or an Acquired Party COMPANY to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company or an Acquired Party COMPANY for such Interim Period shall be (i) in the case of a Tax that is not based on income or gross receipts, 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 Pre-Closing Period portion of such Interim Period, and the denominator of which is the total number of days in such periodInterim Period, and (ii) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the Interim Period, if such Interim Period constituted an entire taxable period.

Tax Return Preparation and Filing. (i) URSI HDS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to URSI or any Acquired Party for any taxable period beginning on or after the Closing DateHDS. The parties hereto acknowledge that the Closing Date shall be the last day of a taxable period of the Company pursuant to Code Section 381 and the regulations promulgated thereunderCOMPANY. (ii) STOCKHOLDERS will be responsible for preparing and filing (or causing the preparation and filing of) all income Tax Returns with respect to the COMPANY and any Acquired Party for any taxable period ending on or before the Closing Date. URSI HDS and the STOCKHOLDERS shall (a) with respect to such income Tax Returns, determine the income, gain, expenses, losses, deductions, and credits of the COMPANY and any Acquired Party in a manner consistent with prior practice and in a manner that apportions such income, gain, expenses, loss, deductions and credits equitably from period to period and (b) prepare such Tax Returns in a manner consistent with prior years, in each case as determined in the good faith judgment of the preparer of such returns; provided, however, that in all events such Tax Returns shall be prepared in a manner consistent with applicable laws. HDS shall provide the cash necessary to pay any Taxes shown to be due on such Tax Returns, but without prejudice to the right of HDS to seek indemnification for such Taxes from the STOCKHOLDERS under Section 11.6, if applicable. (iii) In order to appropriately to apportion any Taxes relating to a taxable period that includes (but that would not, but for this section, close on) the Closing Date, the parties hereto will, to the extent permitted by applicable law, elect with the relevant taxing authority to treat for all purposes the Closing Date as the last day of a taxable period of the Company COMPANY and any Acquired Party, and such taxable period shall be treated as a Pre-Closing Period (as defined in Section 10.6(c)) for purposes of this Agreement. In any case where applicable law does not permit the Company COMPANY or an Acquired Party to treat the Closing Date as the last day of a taxable period, then for purposes of this Agreement, the portion of each such Tax that is attributable to the operations of the Company COMPANY or an Acquired Party for such Interim Period shall be (ix) in the case of a Tax that is not based on income or gross receipts, 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 Pre-Closing Period portion of such Interim Period, and the denominator of which is the total number of days in such periodInterim Period, and (iiy) in the case of a Tax that is based on income or gross receipts, the Tax that would be due with respect to the Interim Period, if such Interim Period constituted an entire taxable period. (iv) Except as required by Section 10.5 and except for any reasonable Purchase Price allocation by HDS in respect of the assets of the COMPANY acquired pursuant to this Agreement, HDS shall not make any change in accounting method or any election after the Closing Date which would result in the imposition of any additional Tax on the STOCKHOLDERS for any Pre-Closing Period; provided, however, that HDS may take any action or make any change or election which is required by any rule, law or regulation.