Common use of Tax Returns; Filing and Payments Clause in Contracts

Tax Returns; Filing and Payments. (1) Buyer shall timely prepare (or cause to be prepared), and shall timely file, subject to the participation, review and consent of Sellers (which consent will not be unreasonably withheld) (or cause to be timely filed) all Income Tax Returns of each Company for any Taxable year or period ending on or before the Closing Date which are not required to be filed on or before the Closing Date ("Short Period Returns"). The Short Period Returns shall reflect, among other required items (i) taxable income of Bostek (including separately stated items) arising from the Section 338(h)(10) Elections; (ii) other taxable income of Bostek (including separately stated item); and (iii) the amount of Bostek's gain recognized, if any, pursuant to Section 1374 of the Code and related tax liability under Section 1374 and its state counterpart. Such Short Period Returns shall be prepared and filed in accordance with past practice and custom and on such Tax Returns, no positions shall be taken, elections made (other than the Section 338(h)(10) Elections), or methods adopted that are inconsistent with positions taken, elections made, or methods used in filing similar Tax Returns in prior periods. Sellers shall, consistent with the manner that payments must be made with respect to each of such Income Tax Returns, upon written notice by Buyer, provide Buyer with funds to timely pay the Tax liability shown on such Income Tax Return. (2) Buyer shall prepare, subject to the participation, review and consent of Sellers (which consent will not be unreasonably withheld) (or cause to be prepared) and file (or cause to be filed) all Income Tax Returns of the Companies for any Taxable year or period commencing prior to the Closing Date and ending subsequent to the Closing Date. Sellers shall, consistent with the manner that payments must be made with respect to each such Income Tax Return, upon written notice by Buyer, provide Buyer with funds to timely pay the portion of the Tax liability shown on such Income Tax Return which is described as being the responsibility of Sellers under Section 4.09(a), and Buyer shall pay or cause to be paid such amounts to the appropriate Tax authority. (3) With respect to any Tax Return referred to in clause 4.09(b)(1) and 4.09(b)(2) above, Buyer shall provide Sellers a draft of such Tax Return and Tax information (including, without limitation, work papers and schedules) for review of such Tax Return in a timely manner no later than 30 days prior to the due date (taking into account valid extensions) for the filing of such Tax Return. The parties shall consult in good faith with regard to the form and content of such Returns, provided that, in the event of any disagreement, the Returns shall be filed in the form set forth by the party with responsibility for the preparation of the Return. Neither Buyer nor any of Buyer's affiliates shall amend, refile, or otherwise modify (without the prior written consent of Sellers) any Tax Return relating in whole or in part to Bostek with respect to any taxable year ending before the Closing Date.

Tax Returns; Filing and Payments. (1) Buyer The Stockholders shall timely prepare (or cause to be prepared), and shall timely file, subject to the participation, review and consent of Sellers (which consent will not be unreasonably withheld) file (or cause to be timely filed) all Income Tax Returns of each the Company for any Taxable taxable year or period ending on or before the Closing Date which are not required to be filed on or before the Closing Date ("Short Period Returns")Date. The Short Period Returns shall reflect, among other required items (i) taxable income of Bostek (including separately stated items) arising from the Section 338(h)(10) Elections; (ii) other taxable income of Bostek (including separately stated item); and (iii) the amount of Bostek's gain recognized, if any, pursuant to Section 1374 of the Code and related tax liability under Section 1374 and its state counterpart. Such Short Period Returns shall be prepared and filed in accordance with past practice and custom and on such Tax Returns, no positions shall be taken, elections made (other than the Section 338(h)(10) Elections), or methods adopted that are inconsistent with positions taken, elections made, or methods used in filing similar Tax Returns in prior periods. Sellers Stockholders shall, consistent with the manner that payments must be made with respect to each of such Income Tax Returns, upon written notice by BuyerBuyers, provide Buyer Buyers with funds to timely pay the Tax liability shown on such Income Tax ReturnReturn which is described as being the responsibility of the Stockholders under Section 4.05(a), and ADS shall pay ------- or cause to be paid such amounts to the appropriate Tax authority. (2) Buyer ADS shall prepare, subject to the participation, review and consent of Sellers (which consent will not be unreasonably withheld) prepare (or cause to be prepared) and file (or cause to be filed) all Income Tax Returns of the Companies Company for any Taxable year or period commencing prior to the Closing Date and ending subsequent to the Closing Date. Sellers shall, consistent with the manner that payments must be made with respect to each such Income Tax Return, upon written notice by Buyer, provide Buyer with funds to timely pay the portion of the Tax liability shown on such Income Tax Return which is described as being the responsibility of Sellers under Section 4.09(a), and Buyer shall pay or cause to be paid such amounts to the appropriate Tax authority. (3) For purposes of this Section 4.05(a), whenever ------- it is necessary to determine the liability for Taxes of the Company for a portion of a Taxable year or period that begins before and ends after the Closing Date, the determination of such Taxes for the portion of the year or period ending on, and the portion of the year or period beginning after, the Closing Date shall be determined (i) in the case of Income Taxes, based upon an interim closing of the books of the Company (as appropriate) as of the close of business on the Closing Date and (ii) in the case of Taxes other than Income Taxes, (a) with respect to sales, transfer, excise, gains, and other Taxes based upon transfers or transactions, based upon whether the relevant transaction occurred on or prior to, or subsequent to, the Closing Date, and (b) in the case of all other Taxes (including real and personal property Taxes) based upon the relative number of days in the portion of the taxable period up to and including the Closing Date and the relative number of days in the portion of the taxable period subsequent to the Closing Date. (4) The Tax Returns referred to in this Section 4.05(b)(1) and (2), shall, to the extent not otherwise required by ------------------ law, be prepared in a manner consistent with the Company's (as appropriate) past practice (including any Tax elections and methods of accounting). With respect to any Tax Return referred to in clause 4.09(b)(1Sections 4.05(b)(1) and 4.09(b)(2(2) above, Buyer ------------------ the party preparing such return shall provide Sellers the other party a draft of such Tax Return and Tax information (including, without limitation, work papers and schedules) for review of such Tax Return in a timely manner no later than 30 thirty (30) days prior to the due date (taking into account valid extensions) for the filing of such Tax Return. The parties shall consult in good faith with regard to the form and content of such Returns, provided that, in the event of any disagreement, the Returns shall be filed in the form set forth by the party with responsibility for the preparation of the Return. Neither Buyer nor any of Buyer's affiliates shall amend, refile, or otherwise modify (without the prior written consent of Sellers) any Tax Return relating in whole or in part to Bostek with respect to any taxable year ending before the Closing Date.