Common use of Tax Returns and Payment Responsibility Clause in Contracts

Tax Returns and Payment Responsibility. (a) Northrop Grumman shall be responsible for, and shall cause to be prepared and duly and timely filed, all Tax Returns of the Company and its Subsidiaries with respect to the taxable year during which the Closing occurs that are due before the Closing Date and shall pay or cause to be paid all Taxes due in respect of such Tax Returns. Northrop Grumman shall be responsible for, and shall cause to be prepared and duly and timely filed, all Income Tax Returns of the Company and its Subsidiaries that are prepared on a consolidated, unitary, or combined basis with Northrop Grumman or any of its Subsidiaries for all taxable periods ending on or before the Closing Date. Northrop Grumman shall pay any Income Taxes due in respect of the Tax Returns referred to in the preceding sentence. Parent shall pay by wire transfer to Northrop Grumman any Taxes for which the BCP Entities are responsible pursuant to Section 11.1(b), but which are payable with Tax Returns that are filed by Northrop Grumman pursuant to this Section. Parent shall be responsible for and shall cause to be prepared and duly and timely filed all Tax Returns with respect to the Company and its Subsidiaries that are due after the Closing Date, other than those that are the responsibility of Northrop Grumman pursuant to this paragraph and pay any Taxes due in respect of those Tax Returns. Northrop Grumman shall pay by wire transfer to Parent any Taxes for which Northrop Grumman is responsible pursuant to Section 11.1(a)(ii), but which are payable with the Tax Returns to be filed by Parent pursuant to this section on the due date for the payment of such Taxes. (b) All Tax Returns that are to be prepared and filed by the parties pursuant to the preceding paragraph and that relate to Taxes for which Northrop Grumman is liable under Section 11.1(a) or Taxes for which Parent is liable under Section 11.1(c)(ii) shall be prepared in a manner that is consistent with past practice, unless otherwise required by law. Such Tax Returns shall be submitted to the other party not later than fifteen (15) Business Days prior to the due date for filing of such Tax Return (or if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date). Such other party shall have the right to review such Tax Returns. If such other party, within ten (10) Business Days after delivery of any such Tax Return, notifies 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 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 BCP and Northrop Grumman. Upon resolution of all such items, the relevant Tax Return will be filed on that basis. The costs, fees and expenses of such accounting firm will be borne equally by BCP and Northrop Grumman. (c) None of the parties shall (and shall not cause or permit Company or their Subsidiaries 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 of the Company or its Subsidiaries or any Tax Return of the Company or its Subsidiaries for any period ending on or before the Closing Date without the prior written consent of the other party, which consent may not be unreasonably withheld. (d) All sales, use, transfer and other similar Taxes relating to the transactions contemplated by this Agreement, including any stock or asset transfer stamp Taxes, will be borne by Northrop Grumman.

Tax Returns and Payment Responsibility. (a) Northrop Grumman shall The Seller will be responsible for, for and shall will cause to be prepared and duly and timely filed, filed all Tax Returns of the Company and its Subsidiaries with respect to the taxable year during which the Closing occurs that are due before the Closing Date and shall pay all consolidated, combined or cause to be paid all Taxes due in respect of such Tax Returns. Northrop Grumman shall be responsible for, and shall cause to be prepared and duly and timely filed, all Income unitary Tax Returns of that include the Company and its Subsidiaries that are prepared on a consolidated, unitary, or combined basis with Northrop Grumman or any of its Subsidiaries for all taxable periods of the Company ending on or before the Closing Date. Northrop Grumman The Buyer shall pay any Income Taxes due in respect of the Tax Returns referred to in the preceding sentence. Parent shall pay by wire transfer to Northrop Grumman any Taxes for which the BCP Entities are responsible pursuant to Section 11.1(b), but which are payable with Tax Returns that are filed by Northrop Grumman pursuant to this Section. Parent shall be responsible for and shall file or cause to be prepared and duly and timely filed when due all Tax Returns with respect to the Company and its Subsidiaries that are due after the Closing DateCompany, other than those that are the responsibility of Northrop Grumman the Seller pursuant to this paragraph and pay any Taxes due in respect of those Tax Returnsparagraph. Northrop Grumman shall pay by wire transfer to Parent any Taxes for which Northrop Grumman is responsible pursuant to Section 11.1(a)(ii), but which are payable with the Tax Returns to be filed by Parent pursuant to this section on the due date for the payment of such Taxes. (b) All Tax Returns (other than consolidated, combined or unitary income Tax Returns that include the Company for a Pre-Closing Tax Period) that are to be prepared and filed by the parties pursuant to the preceding paragraph and that relate to Taxes for which Northrop Grumman the Seller is liable under Section 11.1(athis Article V (including Straddle Period Tax Returns) or Taxes for which Parent is liable under Section 11.1(c)(ii) shall be prepared in a manner that is consistent with past practiceshall, unless otherwise required by law. Such Tax Returns shall if due at least 30 days after the Closing Date, be submitted to the other party Seller (if prepared by the Buyer) or the Buyer (if prepared by the Seller) not later than fifteen (15) Business Days 15 days prior to the due date for filing of such Tax Return Returns (or or, if such due date is within forty-five (45) 45 days following the Closing Date, as promptly as practicable following the Closing Date). Such other The non-preparing party shall have the right to review such Tax ReturnsReturns and all work papers used to prepare them, and the non-preparing party shall have the right to access any other information of or controlled by the other party relating to such Tax Returns that reasonably is necessary for the non-preparing party to perform such review. If such other the non-preparing party, within ten (10) Business Days 10 days after delivery of any such Tax Return, notifies the other party preparing such Tax Return 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 will item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized the Independent Accounting Firm as identified in Section 1.4(c) or, if such firm is unable or unwilling to act, such other independent public accounting firm chosen as shall be agreed in writing by both BCP the Seller and Northrop Grumman. the Buyer, Upon resolution of all such disputed items, the relevant Tax Return will shall be filed on that basis. The costs, fees and expenses of such accounting firm will shall be borne equally by BCP the Buyer and Northrop Grumman. (c) None the Seller. Each of the parties Seller and the Buyer shall not (and shall not cause or permit the Company or their Subsidiaries 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 of (other than consolidated, combined or unitary income Tax Returns) relating in whole or in part to the Company or its Subsidiaries or with respect to any Pre-Closing Tax Return of the Company or its Subsidiaries for any period ending on or before the Closing Date Period without the prior written consent of the other party, which consent may shall not be unreasonably withheld. (d) All conditioned, withheld or delayed. Notwithstanding anything in this Article V to the contrary, all sales, use, transfer and other similar Taxes relating to the transactions contemplated by this AgreementTaxes, including any stock or asset transfer stamp TaxesTax, will arising from the Transactions, shall be borne and paid when due, without limitation, equally by Northrop Grummanthe Buyer and the Seller. The parties shall cooperate to assure the timely filing of all Tax Returns for such Taxes and the timely payment of such Taxes.