Common use of Tax Returns; Allocation of Taxes Clause in Contracts

Tax Returns; Allocation of Taxes. (a) Seller shall prepare and file or cause to be prepared and filed, when due (taking into account any extension of a required filing date), all Tax Returns with respect to the Purchased Subsidiaries that are required to be filed on or prior to the Closing Date, and Seller shall pay or cause to be paid all Taxes with respect to any such Tax Return in accordance with Law. Buyer shall prepare and file, or cause to be prepared and filed when due (taking into account any extensions of a required filing date) all Tax Returns required to be filed by the Purchased Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Period or a Straddle Tax Period (each a “Pre-Closing Buyer-Filed Tax Return”). All Tax Returns described in this Section 6.02(a) shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method except to the extent such position lacks sufficient support in law or in fact to meet a “more-likely-than-not” standard. Any Pre-Closing Buyer-Filed Tax Return shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent reasonably requested by Seller, supporting documentation) at least 30 days (or, in the case of any non-Income Tax Return, a reasonable number of days) prior to the due date (including any applicable extension) of such return. Seller shall have the right to review and comment on such Pre-Closing Buyer-Filed Tax Return. If Seller, within 10 Business Days after review of any such Pre-Closing Buyer-Filed Tax Return, notifies Buyer in writing that it objects to any items in such return, the disputed item shall be resolved in a manner mutually agreeable to both parties within ten (10) Business Days, and if not so resolved, then by a jointly retained Accountant (which may be the same as or different from the Accountant retained pursuant to Section 2.10, if any) within a reasonable time, taking into account the deadline for filing such return. Upon resolution of all such items, the relevant Pre-Closing Buyer-Filed Tax Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of such Accountant shall be borne equally by Buyer and Seller. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), no Purchased Subsidiary shall amend any Tax Return for a Pre-Closing Tax Period or a Straddle Tax Period without the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed). Buyer shall pay or cause to be paid all Taxes with respect to any Pre-Closing Buyer-Filed Tax Return filed under this Section 6.02(a) in accordance with Law. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown on any Pre-Closing Buyer-Filed Tax Return prepared in compliance with this Section 6.02(a), to the extent not paid at or before Closing or included in the calculation of Final Closing Net Working Capital, within five (5) days prior to the latest date on which such Income Taxes are due and payable by Buyer without interest or penalties.

Tax Returns; Allocation of Taxes. (a) Seller and Buyer shall prepare and file Tax Returns as follows: (i) Seller shall prepare and file timely file, or cause to be prepared and timely filed, when due (taking into account any valid extension of a required filing date), ) all Tax Returns with in respect of the Acquired Companies (x) related to Pre-Closing Tax Periods that are due (taking into account any valid extension of a required filing date) on or before the Purchased Subsidiaries Closing Date or (y) that are required to be included in (or filed on or prior with) a Consolidated Return related to a Pre-Closing Tax Period that is due after the Closing Date, and Date on a basis consistent with past practice (unless otherwise required by applicable Law). Seller shall pay timely pay, or cause to be paid timely paid, all Taxes with respect reflected on such Tax Returns described in clause (x). For each Pre-Closing Tax Period, Seller shall cause, and shall cause its Affiliates to cause, the Acquired Companies (A) to join in Holdings’ Consolidated Return and (B) in jurisdictions requiring separate reporting from Holdings, to file separate company state and local income Tax Returns. Seller shall cause Holdings to include the income of the Acquired Companies (including any deferred items required to be included in income under Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Treasury Regulation Section 1.1502-19) for all periods through the Closing Date on Holdings’ Consolidated Return except as relates to jurisdictions requiring separate reporting of the Acquired Companies from Holdings. Seller shall provide a draft copy of a pro forma version of the Tax Returns described in this Section 9.1(a)(i) reflecting solely items attributable to the Acquired Companies to Buyer for its review and comment at least thirty (30) days prior to the due date for filing such Tax Return in accordance with Law. (taking into account any applicable extensions). (ii) Buyer (or its Affiliates) shall prepare and timely file, or cause to be prepared and filed timely filed, when due (taking into account any extensions of a required filing date) all Tax Returns required of the Acquired Companies related to be filed by the Purchased Subsidiaries after the Closing Date with respect to a Pre-Closing Tax Period Periods (including Straddle Periods) that are first due after the Closing Date, other than Tax Returns that are to be prepared and filed by Seller (or a Straddle Tax Period that are to be caused to be prepared and filed by Seller) pursuant to Section 9.1(a)(i) (each such Tax Return, a “Pre-Closing Buyer-Filed Tax Return”). All Tax Returns described in this Section 6.02(a) shall be prepared in a manner consistent with past practice and without a change of any election or any accounting method except to the extent such position lacks sufficient support in law or in fact to meet a “more-likely-than-not” standard. Any Pre-Closing Buyer-Filed Tax Return shall be submitted by Buyer to Seller (together with schedules, statements and, to the extent reasonably requested by Seller, supporting documentation) at least 30 days (or, in the case of any non-Income Tax Return, a reasonable number of days) prior to the due date (including any applicable extension) of such return. Seller shall have the right to review and comment on such Pre-Closing Buyer-Filed Tax Return. If Seller, within 10 Business Days after review of any such Pre-Closing Buyer-Filed Tax Return, notifies Buyer in writing that it objects to any items in such return, the disputed item shall be resolved in a manner mutually agreeable to both parties within ten (10) Business Days, and if not so resolved, then by a jointly retained Accountant (which may be the same as or different from the Accountant retained pursuant to Section 2.10, if any) within a reasonable time, taking into account the deadline for filing such return. Upon resolution of all such items, the relevant Pre-Closing Buyer-Filed Tax Return shall be adjusted to reflect such resolution and shall be binding upon the parties without further adjustment. The costs, fees and expenses of such Accountant shall be borne equally by Buyer and Seller. Except to the extent otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or foreign Law), no Purchased Subsidiary shall amend any Tax Return for a Pre-Closing Tax Period or a Straddle Tax Period without the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed). Buyer shall pay or cause to be paid all Taxes with respect to any Pre-Closing Buyer-Filed Tax Return filed under this Section 6.02(a) in accordance with Law. Seller shall pay to Buyer an amount equal to any Pre-Closing Taxes shown on any Pre-Closing Buyer-Filed Tax Return prepared in compliance with this Section 6.02(a), to the extent not paid at or before Closing or included in the calculation of Final Closing Net Working Capital, within five (5) days prior to the latest date on which such Income Taxes are due and payable by Buyer without interest or penalties.