Common use of Tax Returns and Payment Responsibility Clause in Contracts

Tax Returns and Payment Responsibility. (a) The Sellers will be responsible for and will cause to be prepared and duly filed (i) all Tax Returns of the Acquired Companies that are due before the Balance Sheet Date, and (ii) all Tax Returns of the Acquired Companies that are income Tax Returns for all taxable periods ending on or before the Balance Sheet Date. The Sellers shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Acquired Companies, other than those that are the responsibility of the Sellers pursuant to this paragraph. Without affecting the indemnification obligations of the Sellers under this Agreement, in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at their expense. The Sellers shall pay by wire transfer to Buyer the Taxes for which they are liable pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)), but which are payable with Tax Returns to be filed by Buyer pursuant to this section at least three days prior to the due date for the payment of such Taxes. (b) All Tax Returns that are to be prepared and filed by Buyer pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are liable under this Article VIII (including Straddle Period Tax Returns) shall be submitted to the Sellers not later than 15 days prior to the due date for filing of such Tax Returns (or if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The Sellers shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare any such Tax Return. If the Sellers' Representative, within 10 days after delivery of any such Tax Return, notifies Buyer in writing that it objects to any of the items in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by both Buyer and the Sellers. Upon resolution of all such items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne equally by Buyer and the Sellers. (c) Buyer shall not (and shall not cause or permit the Acquired Companies to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Acquired Companies with respect to any taxable year or period ending on or before the Balance Sheet Date or with respect to any Straddle Period without the prior written consent of the Sellers' Representative, which consent may not be unreasonably withheld or delayed. The Sellers shall not amend, refile, or otherwise modify any such Tax Return if such action could have an adverse affect on the liability of the Acquired Companies, without the prior written consent of Buyer, which consent may not be unreasonably withheld or delayed. (d) All sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Taxes shall be borne jointly and severally by the Sellers.

Tax Returns and Payment Responsibility. (a) The Sellers Seller will be responsible for and will cause to be prepared and duly filed (i) all income Tax Returns of the Acquired Companies that are due before Company and the Balance Sheet DateCompany Subsidiaries for all Pre-Closing Tax Periods, which Tax Returns shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law, and (ii) all consolidated, combined or unitary Tax Returns of Seller that include the Acquired Companies Company or the Company Subsidiaries for all Pre-Closing Tax Periods, which Tax Returns shall be prepared by treating items on such Tax Returns relating to the operations of the Company and the Company Subsidiaries in a manner consistent with past practice except as otherwise required by applicable Law. Buyer shall be responsible for and will cause to be prepared all Tax Returns other than those that are income the responsibility of Seller pursuant to this Section 9.2(a) and with respect to any Tax Returns for all taxable periods ending on or before the Balance Sheet Date. The Sellers shall pay any Taxes due in respect of the Straddle Periods, such Tax Returns described shall be prepared in the preceding sentencea manner consistent with past practice except as otherwise required by applicable Law. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Acquired CompaniesCompany and the Company Subsidiaries, other than those that are described in clause (ii) above in this Section 9.2(a), the filing of which shall be the responsibility of the Sellers pursuant to this paragraphSeller. Without affecting the indemnification obligations of the Sellers under this AgreementIn each case, in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at their expense. The Sellers shall pay by wire transfer to Buyer the Taxes for which they are liable pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)), but which are payable with Tax Returns to be filed by Buyer pursuant to this section at least three days prior to the due date for the payment of such Taxes. (b) All Tax Returns that are to be prepared and filed by Buyer pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are liable under this Article VIII (including Straddle Period Tax Returns) shall be submitted to in conformity with the Sellers not later than 15 days Code, Treasury Regulations and any other applicable Law. At least thirty (30) Business Days prior to the due date for filing a Tax Return described in clause (i) above in this Section 9.2(a), Seller shall submit a copy of such Tax Returns (or if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date)Return to Buyer. The Sellers Buyer shall have the right to review such Tax Returns and such information of or controlled by Buyer relating to review all work papers and procedures used to prepare any such Tax ReturnReturns that is reasonably necessary for Seller to perform such review. If the Sellers' RepresentativeBuyer, within 10 ten (10) days after delivery of any such Tax Return, notifies Buyer in writing Seller that it objects to any of the items item in such Tax Return, the parties Parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the any disputed items item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally a nationally recognized independent accounting firm chosen by both Buyer and the SellersSeller. Upon resolution of all such disputed items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne equally by Buyer and Seller in inverse proportion to the Sellersrelative amounts of the disputed items determined in favor of such Party, in accordance with the formula described in Section 2.7(d). Seller shall pay the full amount shown as due on such Tax Returns; provided that Buyer shall promptly reimburse Seller at the time such Tax Return is filed (in accordance with the procedure set forth in Section 9.1(d)) for any amount owed by Buyer pursuant to Section 9.1(a). (b) All Tax Returns that are to be prepared and filed by Buyer pursuant to the preceding Section 9.2(a) that relate to Taxes for any Straddle Period shall be submitted to Seller not later than thirty (30) days prior to the due date for filing of such Tax Returns (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date). Seller shall have the right to review such Tax Returns and such information of or controlled by Buyer relating to such Tax Returns that is reasonably necessary for Seller to perform such review. If Seller, within ten (10) days after delivery of any such Tax Return, notifies Buyer that it objects to any item in such Tax Return, the Parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, any disputed item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by a nationally recognized independent accounting firm chosen by both Buyer and Seller. Upon resolution of all disputed items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne by Buyer and Seller in inverse proportion to the relative amounts of the disputed items determined in favor of such Party, in accordance with the formula described in Section 2.7(d). Buyer shall pay the full amount shown as due on such Tax Returns; provided that Seller shall promptly reimburse Buyer at the time such Tax Return is filed (in accordance with the procedure set forth in Section 9.1(d)) for any amount owed by Seller pursuant to Section 9.1(a). Buyer shall provide to Seller a copy of all Tax Returns for any Pre-Closing Tax Period promptly after filing such Tax Returns. (c) Except as otherwise required by applicable Law, Buyer shall not (and shall not cause or permit the Acquired Companies Company or the Company Subsidiaries to) (i) amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Company or the Company Subsidiaries with respect to any Pre-Closing Tax Period or (ii) change any accounting method or adopt any convention that shifts taxable income from a Tax period beginning (or deemed to begin) after the Closing Date to a Pre-Closing Tax Period or otherwise take any actions outside the ordinary course of business with respect to Pre-Closing Tax Periods, in each case, without the prior written consent of Seller, to the extent any such action would adversely affect Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (d) Except as otherwise required by applicable Law, Seller shall not (and shall not cause or permit the Company or the Company Subsidiaries to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Acquired Companies or the Company Subsidiaries with respect to any taxable year or period ending on or before the Balance Sheet Date or with respect to any Straddle Pre-Closing Tax Period without the prior written consent of the Sellers' Representative, which consent may not be unreasonably withheld or delayed. The Sellers shall not amend, refile, or otherwise modify any such Tax Return if such action could have an adverse affect on the liability of the Acquired Companies, without the prior written consent of Buyer, which consent may shall not be unreasonably withheld withheld, conditioned or delayed. (de) All salesNotwithstanding anything in this Article IX to the contrary, use, transfer and other similar Taxes, including any stock or asset transfer stamp all Transfer Taxes shall be borne jointly and severally paid when due, without limitation, by Buyer as Closing Costs subject to the Sellersprovisions of Section 2.2(k).

Tax Returns and Payment Responsibility. (a) The Sellers will be responsible for and will cause to be prepared and duly filed (i) filed, at Sellers’ sole cost and expense, all income Tax Returns of the Acquired Companies that are due before the Balance Sheet DateCompany, JTF Holdco and (ii) Tylee Holdco and all consolidated, combined or unitary Tax Returns that include the of the Acquired Companies that are income Tax Returns Company, JTF Holdco or Tylee Holdco for all taxable periods ending on or before the Balance Sheet Closing Date. The Sellers shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Acquired CompaniesCompany, JTF Holdco and Tylee Holdco, other than those that are the responsibility of the Sellers pursuant to this paragraph. Without affecting the indemnification obligations of the Sellers under this Agreement, in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at their expense. The Sellers shall pay by wire transfer to Buyer the Taxes for which they are liable pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)), but which are payable with Tax Returns to be filed by Buyer pursuant to this section at least three days prior to the due date for the payment of such Taxes. (b) All Tax Returns that are to be prepared and filed by Buyer pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are liable under this Article VIII (including any Straddle Period Tax Returns) shall be submitted to the Sellers Sellers’ Representative not later than 15 days prior to the due date for filing of such Tax Returns (or or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The Sellers Sellers’ Representative shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare them, and Sellers’ Representative shall have the right to access any other information of or controlled by Buyer relating to such Tax ReturnReturns that reasonably is necessary for Sellers’ Representative to perform such review. Notwithstanding anything to the contrary herein, neither Buyer nor any Affiliate shall be required to make available to Sellers’ Representative or any other Person any information relating to the indirect ownership of the Company. If the Sellers' ’ Representative, within 10 days after delivery of any such Tax Return, notifies Buyer in writing that it objects to any of the items item in such Tax Return, the parties Parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the any disputed items item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally a nationally recognized independent accounting firm chosen by both Buyer and the Sellers. ’ Representative. (c) Upon resolution of all such disputed items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne equally by Buyer and Sellers. Buyer shall pay the Sellersfull amount shown as due on such Tax Returns; provided that Sellers shall promptly reimburse the Buyer for the full amount of any Taxes shown as due on such Tax Returns for any Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date. (cd) Buyer shall not and shall not cause or permit the Company, JTF Holdco or Tylee Holdco to amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Company, JTF Holdco or Tylee Holdco with respect to any Pre-Closing Tax Period or Straddle Period without the prior written of Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. (e) Sellers shall not (and shall not cause or permit the Acquired Companies to) Company, JTF Holdco or Tylee Holdco to amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Acquired Companies Company, JTF Holdco or Tylee Holdco with respect to any taxable year Pre-Closing Tax Period or period ending on or before the Balance Sheet Date or with respect to any Straddle Period without the prior written consent of the Sellers' Representative, which consent may not be unreasonably withheld or delayed. The Sellers shall not amend, refile, or otherwise modify any such Tax Return if such action could have an adverse affect on the liability of the Acquired Companies, without the prior written consent of Buyer, which consent may shall not be unreasonably withheld withheld, conditioned or delayed. (d) All sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Taxes shall be borne jointly and severally by the Sellers.

Tax Returns and Payment Responsibility. (a) The Sellers will Seller shall be responsible for and will shall cause to be prepared and duly filed (i) all consolidated federal income Tax Returns of the Acquired Companies that are due before the Balance Sheet Date, Company and (ii) all Tax Returns of the Acquired Companies that are income Tax Returns its Subsidiaries for all taxable periods ending on or before the Balance Sheet Closing Date, (ii) all consolidated, combined or unitary state income Tax Returns of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date, and (iii) all Tax Returns of the Company that are due before the Closing Date. The Sellers Seller shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall file or be responsible for and shall cause to be prepared and duly filed when due all Tax Returns with respect to the Acquired CompaniesCompany and its Subsidiaries, other than those that are the responsibility of the Sellers Seller pursuant to this paragraph. Without affecting the indemnification obligations Buyer shall pay any Taxes due in respect of the Sellers under this Agreement, Tax Returns described in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at their expensepreceding sentence. The Sellers Seller shall pay by wire transfer to Buyer the any Straddle Period Taxes for which they are liable Seller is responsible pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)8.2(a)(ii), but which are payable with the Straddle Period Tax Returns to be filed by Buyer pursuant to this section at least three days prior to the due date for the payment of such Taxes. (b) All Straddle Period Tax Returns that are to be prepared and filed by Buyer pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are Seller is liable under this Article VIII (including Straddle Period Tax ReturnsSection 8.2(a)(ii) shall be submitted to the Sellers Seller not later than 15 days Business Days prior to the due date for filing of such Tax Returns (or if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The Sellers Seller shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare any such Tax Return. If the Sellers' RepresentativeSeller, within 10 days ten Business Days after delivery of any such Tax Return, notifies Buyer in writing that it objects to any of the items in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by both Buyer and the SellersSeller. Upon resolution of all such items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne equally by Buyer and the SellersSeller. (c) Buyer shall not (and shall not cause or permit the Acquired Companies Company or its Subsidiaries to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Straddle Period Tax Return relating in whole or in part to the Acquired Companies with respect to any taxable year or period ending on or before the Balance Sheet Date or with respect to any Straddle Period without the prior written consent of the Sellers' RepresentativeSeller, which consent may not be unreasonably withheld or delayedwithheld. The Sellers Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, or otherwise modify any such Tax Return of the Company or any of its Subsidiaries that is not prepared on a consolidated, combined or unitary basis (a "Separate Return") if such action could have an adverse affect on the liability of Company or its Subsidiaries for any Taxes for the Acquired Companiespost-Closing portion of a Straddle Period or for any Taxes for a taxable year or period beginning after the Closing Date, without the prior written consent of Buyer, which consent may not be unreasonably withheld or delayedwithheld. (d) Any refunds of Taxes that are the liability of Seller under Section 8.2(a) and that are received by Buyer or the Company or its Subsidiaries shall be paid by Buyer to Seller within 15 days after receipt thereof, except to the extent that the amount of such Tax refund is treated as an asset on the 2001 Balance Sheet, provided that the amount to be remitted to Seller shall be reduced by the net Tax cost to Buyer or its Affiliates (including the Acquired Companies) resulting from the claim for and receipt of such refund or credit, including any additional Taxes imposed on Buyer as a result of the adjustments giving rise to such refund. (e) All sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Taxes shall be borne jointly equally by Seller and severally by the SellersBuyer.

Tax Returns and Payment Responsibility. (a) The Sellers will Seller shall be responsible for and will shall cause to be prepared and duly filed (i) all consolidated federal income Tax Returns of the Acquired Companies that are due before the Balance Sheet Date, Company and (ii) all Tax Returns of the Acquired Companies that are income Tax Returns its Subsidiaries for all taxable periods ending on or before the Balance Sheet Closing Date, (ii) all consolidated, combined or unitary state income Tax Returns of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date, and (iii) all Tax Returns of the Company that are due before the Closing Date. The Sellers Seller shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall file or be responsible for and shall cause to be prepared and duly filed when due all Tax Returns with respect to the Acquired CompaniesCompany and its Subsidiaries, other than those that are the responsibility of the Sellers Seller pursuant to this paragraph. Without affecting the indemnification obligations Buyer shall pay any Taxes due in respect of the Sellers under this Agreement, Tax Returns described in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at their expensepreceding sentence. The Sellers Seller shall pay by wire transfer to Buyer the any Straddle Period Taxes for which they are liable Seller is responsible pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)8.2(a)(ii), but which are payable with the Straddle Period Tax Returns to be filed by Buyer pursuant to this section at least three days prior to the due date for the payment of such Taxes. (b) All Straddle Period Tax Returns that are to be prepared and filed by Buyer pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are Seller is liable under this Article VIII (including Straddle Period Tax ReturnsSection 8.2(a)(ii) shall be submitted to the Sellers Seller not later than 15 days Business Days prior to the due date for filing of such Tax Returns (or if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The Sellers Seller shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare any such Tax Return. If the Sellers' RepresentativeSeller, within 10 days ten Business Days after delivery of any such Tax Return, notifies Buyer in writing that it objects to any of the items in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by both Buyer and the SellersSeller. Upon resolution of all such items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne equally by Buyer and the SellersSeller. (c) Buyer shall not (and shall not cause or permit the Acquired Companies Company or its Subsidiaries to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Straddle Period Tax Return relating in whole or in part to the Acquired Companies with respect to any taxable year or period ending on or before the Balance Sheet Date or with respect to any Straddle Period without the prior written consent of the Sellers' RepresentativeSeller, which consent may not be unreasonably withheld or delayedwithheld. The Sellers Seller shall not (and shall not cause or permit any of its Affiliates to) amend, refile, or otherwise modify any such Tax Return of the Company or any of its Subsidiaries that is not prepared on a consolidated, combined or unitary basis (a "Separate Return") if such action could have an adverse affect on the liability of Company or its Subsidiaries for any Taxes for the Acquired Companiespost-Closing portion of a Straddle Period or for any Taxes for a taxable year or period beginning after the Closing Date, without the prior written consent of Buyer, which consent may not be unreasonably withheld or delayedwithheld. (d) Any refunds of Taxes that are the liability of Seller under Section 8.2(a) and that are received by Buyer or the Company or its Subsidiaries shall be paid by Buyer to 55 Seller within 15 days after receipt thereof, except to the extent that the amount of such Tax refund is treated as an asset on the 2001 Balance Sheet, provided that the amount to be remitted to Seller shall be reduced by the net Tax cost to Buyer or its Affiliates (including the Acquired Companies) resulting from the claim for and receipt of such refund or credit, including any additional Taxes imposed on Buyer as a result of the adjustments giving rise to such refund. (e) All sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Taxes shall be borne jointly equally by Seller and severally by the SellersBuyer.

Tax Returns and Payment Responsibility. (a) A. The Sellers Stockholders will be responsible for and will will, at their expense, cause to be prepared and duly filed in a manner consistent with past practice (subject to any departure required to comply with any applicable law), (i) all Tax Returns of the Acquired Companies Company that are due before the Balance Sheet Date, Closing Date and (ii) all Tax Returns of the Acquired Companies that are income Tax Returns Company for all taxable periods ending on or before the Balance Sheet Closing Date. The Sellers Stockholders shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Acquired Companies, other than those that are the responsibility of the Sellers pursuant to this paragraph. Without affecting the indemnification obligations of the Sellers under this Agreement, in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all submit such Tax Returns at their expense. The Sellers shall pay by wire transfer to Buyer the Taxes for which they are liable pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)), but which are payable with Tax Returns to be filed by Buyer pursuant to this section at least three not later than 30 days prior to the due date for the payment of such Taxes. (b) All Tax Returns that are to be prepared and filed by Buyer pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are liable under this Article VIII (including Straddle Period Tax Returnsextensions) shall be submitted to the Sellers not later than 15 days prior to the due date for filing of such Tax Returns (or if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The Sellers and Buyer shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare any such Tax Return. Notwithstanding the foregoing, the Stockholders shall provide to Buyer prior to Closing a copy of the December 31, 2004 federal and state Tax Returns. If the Sellers' RepresentativeBuyer, within 10 ten days after delivery of any such Tax Return, notifies Buyer the Stockholders in writing that it objects to any of the items in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally a nationally recognized independent accounting firm chosen by both Buyer and Stockholders (other than the Sellersfirm then currently serving, or within the prior three years serving as, auditors or accountants for Buyer, the Stockholders or the Company). Upon resolution of all such items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm with respect to the resolution of such dispute shall be borne equally by the Stockholders and Buyer. The Stockholders shall pay any Taxes due in respect of the Tax Returns described in this section. Stockholders’ payment shall be made within ten days following the earlier of any agreement reached between the parties and the parties’ receipt of the decision of the accounting firm. Without affecting the indemnification obligations of the Stockholders under this Agreement, in the event that the Stockholders fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at the expense of the Stockholders. The Stockholders shall, on or before the Closing Date, make a good faith estimate of the amount of any Tax liability with respect to all Tax Returns described in this Section 7.3. B. Buyer shall cause to be prepared and filed, in a manner consistent with past practice (subject to any departure required to comply with any applicable law), all Tax Returns with respect to the Company other than those that are the responsibility of the Stockholders pursuant to the preceding paragraph. All Tax Returns that are to be prepared and filed by Buyer pursuant to this paragraph and that relate to Taxes for which the Stockholders are liable under this Article VII (including Straddle Period Tax Returns) shall be submitted to the Stockholders not later than 20 days prior to the due date (including extensions) for filing of such Tax Returns. To the extent that any such Tax Returns reflect Taxes for which the Stockholders are liable pursuant to this Agreement, the Stockholders shall have the right to consent to the filing of such Tax Return, which consent shall not be unreasonably withheld. The Stockholders shall pay to Buyer the Taxes for which they are liable pursuant to this Article VII, but which are payable with Tax Returns to be filed by Buyer pursuant to this paragraph at least ten days prior to the due date for the payment of such Taxes. C. Anything in this Agreement to the contrary notwithstanding, the Stockholders shall be responsible for the payment of, and shall indemnify Buyer against, any and all Taxes attributable to the transactions referenced in the definition of Applicable Tax Obligations (the “Applicable Transactions”) (including any and all applicable withholding and employment Taxes) arising in connection with an audit adjustment of the relevant Tax Return. Further, if the Applicable Transactions reduce the amount of the Tax attributes of the Company, the Stockholders shall also pay to Buyer the reasonably anticipated Tax cost or detriment to Buyer and Company of such reduction. For this purpose, it is expressly provided that those Applicable Transactions (if any) that occur on the SellersClosing Date shall be deemed to have occurred on the Closing Date prior to the Closing and, accordingly, it is hereby acknowledged and agreed that the so-called “next-day” rule of U.S. Treasury Regulations Section 1.1502-76(b)(2)(ii)(B) (or any other potentially applicable law or regulation that might otherwise treat such Applicable Transactions as occurring after the Closing Date) shall not apply. Except as otherwise determined in a proceeding involving the Internal Revenue Service or other relevant taxing authority, the Company’s characterization of the income tax treatment of the Applicable Transactions shall be controlling and the Stockholders shall report the Applicable Transactions in a manner consistent therewith. D. Nothing in this Article VII shall prohibit Buyer (cor Company, if directed by Buyer) Buyer shall not (and shall not cause or permit the Acquired Companies to) to amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Acquired Companies Company with respect to any taxable year or period ending on or before the Balance Sheet Closing Date or with respect to any Straddle Period provided such amendment, refiling, modification, or extension will not have an adverse affect on the liability of the Stockholders or Company for which the Stockholders are liable pursuant to this Agreement. The Stockholders shall not amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Company with respect to any taxable year or period ending on or before the Closing Date or with respect to any Straddle Period without the prior written consent of the Sellers' Representative, which consent may Buyer. Any consents contemplated by this Section 7.3D shall not be unreasonably withheld withheld, conditioned or delayed. The Sellers shall not amend, refile, delayed or otherwise modify any such Tax Return if such action could have an adverse affect effect on the liability of the Acquired Companies, without the prior written consent of Buyer, which consent may not be unreasonably withheld or delayedconsenting party. (d) All sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Taxes shall be borne jointly and severally by the Sellers.

Tax Returns and Payment Responsibility. (ai) The Sellers At Seller's expense, Seller will be responsible for and will cause to be prepared and duly filed (i) when due all Tax Returns of with respect to the Acquired Companies that are due before the Balance Sheet Date, and (ii) all Tax Returns of the Acquired Companies that are income Tax Returns for all taxable periods ending on or before the Balance Sheet Closing Date. The Sellers shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Acquired Companies, other than those that are the responsibility of the Sellers pursuant to this paragraph. Without affecting the indemnification obligations of the Sellers under this Agreement, in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at their expense. The Sellers shall pay by wire transfer to Buyer the Taxes for which they are liable pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)), but which are payable with Tax Returns to be filed by Buyer pursuant to this section at least three days prior to the due date for the payment of such Taxes. (bii) All Tax Returns that are to be prepared and filed by Buyer Seller pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are liable under this Article VIII (including Straddle Period Tax ReturnsSection 14.3(a) shall be submitted to the Sellers Buyer not later than 15 30 days prior to the due date for filing of such Tax Returns (or or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The Sellers . (iii) Buyer shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare them, and Buyer shall have the right to access any other information of or controlled by Seller relating to such Tax ReturnReturns. If the Sellers' RepresentativeBuyer, within 10 days after delivery of any such Tax Return, notifies Buyer in writing Seller that it objects to any of the items item in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the any disputed items item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by both Buyer and the SellersSeller. Upon resolution of all such disputed items, the relevant Tax Return shall be filed on that basis. . (iv) The costs, fees and expenses of such accounting firm shall be borne equally by Buyer and Seller, and the Sellersaccounting firm's determination shall be binding on the parties for purposes of filing such Tax Returns. (i) At Buyer's expense, Buyer will be responsible for and will cause to be prepared and duly filed when due all Tax Returns with respect to the Companies for all taxable periods that include, but do not end on, the Closing Date and all taxable periods commencing on or after the Closing Date. (ii) All Tax Returns that are to be prepared and filed by Buyer pursuant to this Section 14.3(b) and that relate to Taxes for which Seller (or their direct or indirect owners) are potentially liable under this Article XIV shall be submitted to Seller not later than 30 days prior to the due date for filing of such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). (iii) Seller shall have the right to review such Tax Returns and all reasonably requested work papers and procedures used to prepare them, and Seller shall have the right to access any other information of or controlled by Buyer relating to such Tax Returns that reasonably is necessary for Seller to perform such review. If Seller, within 10 days after delivery of any such Tax Return, notifies Buyer that it objects to any item in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, any disputed item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by both Buyer and Seller. Upon resolution of all disputed items, the relevant Tax Return shall be filed on that basis. (iv) The costs, fees and expenses of such accounting firm shall be borne equally by Buyer and Seller, and the accounting firm's determination shall be binding on the parties hereto for purposes of filing such Tax Returns. (c) Buyer shall not (and shall not cause or permit the Acquired Companies to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return relating in whole or in part to the Acquired Companies with respect to any taxable year or period ending on or before the Balance Sheet Date or with respect to any Straddle Pre‑Closing Tax Period without the prior written consent of the Sellers' RepresentativeSeller, which consent may shall not be unreasonably withheld or delayed. The Sellers shall not amend, refile, or otherwise modify any such Tax Return if such action could have an adverse affect on the liability of the Acquired Companies, without the prior written consent of Buyer, which consent may not be unreasonably withheld or delayedwithheld. (d) All sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Taxes shall be borne jointly and severally by the Sellers.

Tax Returns and Payment Responsibility. (a) The Sellers will Seller shall be responsible for for, and will shall cause to be prepared and duly filed (i) and timely filed, all Tax Returns of the Acquired Companies with respect to the taxable year during which the Closing occurs that are due before the Balance Sheet DateClosing Date and shall pay or cause to be paid all Taxes due in respect of the period prior to and including the Reference Date in such Tax Returns. Seller shall be responsible for, and (ii) shall cause to be prepared and duly and timely filed, all Tax Returns that are prepared on a consolidated, unitary, or combined basis with Seller or any of its Subsidiaries other than the Companies and that include any of the Acquired Companies that are income Tax Returns for all taxable periods of such Companies ending on or before the Balance Sheet Closing Date. The Sellers Seller shall pay any Taxes due in respect of the period prior to and including the Reference Date reflected in the Tax Returns described referred to in the preceding sentence. Buyer Purchaser shall file pay to Seller any Taxes for which Purchaser is responsible pursuant to Section 9.l(b)(i) or (ii), but which are payable with Tax Returns that are filed by Seller pursuant to this Section 9.2(a) at least five (5) Business Days prior to the due date for the payment of such Taxes. Purchaser shall be responsible for and shall cause to be prepared and duly and timely filed when due all Tax Returns with respect to the Acquired CompaniesCompanies that are due after the Closing Date, other than those that are the responsibility of the Sellers pursuant to this paragraph. Without affecting the indemnification obligations of the Sellers under this Agreement, in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are required to file Seller pursuant to this paragraph, Buyer and shall have pay any Taxes due in respect of the right, but not period after the obligation, to prepare and file all such Reference Date reflected in those Tax Returns at their expenseReturns. The Sellers Seller shall pay by wire transfer to Buyer the Purchaser any Taxes for which they are liable Seller is responsible pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)9.1(a), but which are payable with the Tax Returns to be filed by Buyer Purchaser pursuant to this section Section 9.2(a), at least three days five (5) Business Days prior to the due date for the payment of such Taxes. (b) All Tax Returns that are to be prepared and filed by Buyer the parties pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are Seller is liable under this Article VIII Section 9.1(a) or Taxes for which Purchaser is liable under Section 9.1(b)(i) or (including Straddle Period ii) shall be prepared in a manner that is consistent with past practice. Such Tax Returns) Returns shall be submitted to the Sellers other party not later than 15 days fifteen (15) Business Days prior to the due date for filing of such Tax Returns Return (or if such due date is within 45 forty-five (45) days following the Closing Reference Date, as promptly as practicable following the Closing Reference Date); provided, however, that with respect to any Tax Returns relating to periods for which a consolidated, unitary or combined income Tax Return of Seller will include the operations of any of the Companies, Seller shall instead submit to Purchaser separate pro forma Tax Returns relating to the Companies with respect to such period, together with any further information reasonably required by Purchaser in connection with the computation of any Tax liability of any of the Companies with respect to such period. The Sellers Such other party shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare any such Tax ReturnReturns. If the Sellers' Representativesuch other party, within 10 days ten (10) Business Days after delivery of any such Tax Return, notifies Buyer in writing the party preparing such Tax Return that it objects to any of the items in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall will be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by both Buyer Purchaser and the SellersSeller. Upon resolution of all such items, the relevant Tax Return shall will be filed on that basis. The costs, fees and expenses of such accounting firm shall will be borne equally by Buyer Purchaser and the SellersSeller. (c) Buyer None of the parties shall not (and shall not cause or permit the Acquired Companies to) materially amend, refile or otherwise materially modify (or grant an extension of any statute of limitation with respect to) any Straddle Period Tax Return relating in whole of the Companies or in part to any Tax Return of the Acquired Companies with respect to for any taxable year or period ending on or before the Balance Sheet Reference Date or with respect to any Straddle Period without the prior written consent of the Sellers' Representativeother party, which consent may not be unreasonably withheld or delayed. The Sellers shall not amend, refile, or otherwise modify any such Tax Return if such action could have an adverse affect on the liability of the Acquired Companies, without the prior written consent of Buyer, which consent may not be unreasonably withheld or delayedwithheld. (d) All sales, use, transfer and other similar TaxesTaxes relating to the transactions contemplated by this Agreement, including any stock or asset transfer stamp Taxes shall will be borne jointly and severally by the SellersPurchaser.

Tax Returns and Payment Responsibility. (a) The Sellers will be responsible for and will cause to be prepared and duly filed (i) all Tax Returns of the Acquired Subject Companies that are due before the Balance Sheet Date, Closing Date and (ii) all Tax Returns of the Acquired Subject Companies that are income Tax Returns and are prepared on a consolidated, unitary, or combined basis for all taxable periods ending on or before the Balance Sheet Closing Date. The Sellers shall pay any Taxes due in respect of the Tax Returns described in the preceding sentence. Buyer shall file or cause to be filed when due all Tax Returns with respect to the Acquired Subject Companies, other than those that are the responsibility of the Sellers Seller pursuant to this paragraph. Without affecting the indemnification obligations of the Sellers under this Agreement, in the event that the Sellers fail to prepare and file or cause to be prepared and filed any Tax Return that they are it is required to file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and file all such Tax Returns at their Sellers' expense; provided that Buyer has notified Sellers in writing allowing Sellers 30 days from such written notice to file such tax returns. The Sellers shall pay by wire transfer to the Buyer the Taxes for which they Sellers are liable pursuant to this Article VIII (including Taxes set forth in Section 8.2(a)(i) and (ii)7.03(a), but which are payable with Tax Returns to be filed by the Buyer pursuant to the previous sentence or pursuant to this section paragraph at least three days prior to the due date for the payment of such Taxes. (b) All Tax Returns that are to be prepared and filed by the Buyer pursuant to the preceding paragraph and that relate to Taxes for which the Sellers are liable under this Article VIII Section 7.02(a)(i) and (including Straddle Period Tax Returnsii) shall be submitted to the Sellers not later than 15 forty-five (45) days prior to the due date for filing of such Tax Returns (or if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The Sellers shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare any such Tax Return. If the Sellers' Representative, within 10 days ten (10) Business Days after delivery of any such Tax Return, notifies notify the Buyer in writing that it objects they object to any of the items in such Tax Return, the parties Buyer and Sellers shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally a nationally recognized independent accounting firm chosen by both Buyer and in accordance with the Sellersprocedures set forth Section 2.03(d). Upon resolution of all such items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne equally by the Buyer and the Sellers. (c) All income Tax Returns that are to be prepared and filed by the Sellers pursuant to Section 7.03(a) shall be submitted to Buyer not later than forty-five (45) days prior to the due date for filing of such Tax Returns (or if such due date is within 45 days after the execution of this Agreement, as promptly as practicable following the execution of this Agreement). Buyer shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare any such Tax Return and to consult with Sellers prior to the filing of such Tax Returns. Sellers shall consider, and in Sellers' discretion (which shall be exercised in good faith) incorporate any comments or suggestions made by Buyer with respect to such Tax Returns. (d) The Buyer shall not (and shall not cause or permit the Acquired Subject Companies to) amend, refile or otherwise modify (or grant an extension of any statute of limitation limitations with respect to) any Tax Return relating in whole or in part to the Acquired Companies Company and its subsidiaries with respect to any taxable year or period ending on or before the Balance Sheet Closing Date or with respect to any Straddle Period without the prior written consent of the Sellers' Representative, which consent may not be unreasonably withheld or delayedwithheld. The Sellers shall not (and shall not cause or permit any of its Affiliates to) amend, refile, or otherwise modify any such Tax Return if except as set forth in Section 7.03(d) of the Disclosure Schedule. If any such action (including those disclosed in Section 7.03(d) of the Disclosure Schedule) could have an adverse affect on the liability Liability of the Acquired CompaniesSubject Companies for any Taxes for the post-closing portion of a Straddle Period or for any Taxes for a taxable year or period beginning after the Closing Date, such action shall not be taken without the prior written consent of the Buyer, which consent may not be unreasonably withheld withheld, except that this sentence shall not apply to matters Previously Disclosed as it relates to Section 7.01(c) and with respect to matters relating to net operating losses, built-in losses or delayedother tax attributes that would otherwise carry forward to Buyer. (de) All sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Taxes that are payable in connection with the transactions contemplated by this Agreement shall be borne jointly and severally by the SellersSeller.