Common use of Filing of Returns and Payment of Taxes Clause in Contracts

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax returns, reports and forms and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax Period”). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax returns or other documents required to be filed with Governmental Authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense; provided, however, that no Party shall be entitled to review or examine the Tax returns of any other Party. (b) For purposes of this Section 4.1, in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part of the Pre-Closing Tax Period shall be the excess, if any, of the Taxes for the Straddle Period less the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax returns, Tax reports and Tax forms (i) relating to the Transferred Assets and the Assumed Liabilities and (ii) of the Transferred Subsidiaries (collectively, “Tax Returns”) for the applicable Pre-Closing Tax Periods (other than any Straddle Period Returns) and in each case shall pay, or cause to be paid, when due all Taxes with respect to such Tax Returns. Subject to Section 4.02(b), Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all other Tax Returns and shall pay, or cause to be paid, when due all Taxes relating with respect to the Transferred Assets, Transferred IP and Transferred Contracts attributable to any taxable period which ends on or prior to the Closing Date such other Tax Returns. (herein “Pre-Closing Tax Period”). Buyer b) Purchaser shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax returnsReturns for any Straddle Period (i) relating exclusively to the Transferred Assets and the Assumed Liabilities, (ii) that both includes an item described in clause (i) and also relates to any other assets or liabilities of Purchaser or any Affiliate of Purchaser and (iii) of the Transferred Subsidiaries (those Tax Returns described in (i), (ii) and (iii) collectively, “Straddle Period Returns”) and shall pay, or cause to be paid, when due to the applicable Governmental Authority all Taxes relating due with respect to such Tax Returns; provided that (i) Purchaser shall deliver any such Tax Returns to Seller at least 45 Business Days before such Tax Returns are due, (ii) Seller shall have the right to review and comment upon any such Tax Returns prior to the Transferred Assetsfiling thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller. Within 10 Business Days of written demand thereof, Transferred IP and Transferred Contracts attributable but in no event more than 10 Business Days prior to taxable periods which are not part the due date thereof, Seller shall pay to Purchaser the amount of Excluded Taxes for any Straddle Period calculated using the Pre-Closing Tax Period. principles set forth in Section 4.02(d). (c) If, in order to properly prepare its Tax returns or other documents required to be filed with Governmental AuthoritiesReturns, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred AssetsAssets and the Assumed Liabilities, both Seller and Buyer Purchaser agree to use commercially reasonable efforts to furnish or make available such non-privileged information information, documents or records at the recipient’s request, cost and expense; provided, however, that that, except as expressly provided in Section 4.02(b) or this Section 4.02(c), no Party shall be entitled to review or examine the Tax returns Returns of any other Party. Notwithstanding anything in this Agreement to the contrary, a Party shall only be required to furnish or make available such information, documents or records, including financial statements or other financial data, that are maintained in the ordinary course of that Party’s business and exist at the time of the request. (bd) For purposes of this Section 4.1, in In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period: (i) Excluded Taxes that are real property, personal property, intangible property and similar ad valorem Taxes (“Property Taxes”)) for the Straddle Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the Taxes for numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period and (ii) Excluded Taxes (other than Property Taxes) for the Straddle Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the applicable Closing Date, and in the case of any Taxes attributable to the ownership of any equity interest in any partnership, other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or foreign law), as if the taxable period of such partnership, other “flowthrough” entity or controlled foreign corporation ended as of the close of business on the applicable Closing Date and the amount of (whether or not such Taxes for taxable periods that are not part arise in a Straddle Period of the Pre-Closing Tax Period shall be the excess, if any, of the Taxes for the Straddle Period less the Taxes for the Pre-Closing Tax Periodapplicable owner).

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts Assets attributable to any taxable period which ends on or prior to the Closing Date (herein “"Pre-Closing Tax Period”"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returnsReturns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax returns Returns or other documents required to be filed with Governmental Authorities, it is necessary that a Party party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s 's request, cost and expense; expense provided, however, that no Party party shall be entitled to review or examine the Tax returns Returns of any other Party. (b) party. For purposes of this Section 4.13.2, in the case of any taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period less over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller [...***...] shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, reports and forms (herein “Tax Returns”) and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts Assets attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax Period”). Buyer […***…] shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returnsReturns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax returns Returns or other documents required to be filed with Governmental Authorities, it is necessary that a Party party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense; expense provided, however, that no Party party shall be entitled to review or examine the Tax returns Returns of any other Party. (b) party. For purposes of this Section 4.13.2, in the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part party of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period less over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller [*] shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, reports and forms (herein “Tax Returns”) and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts Assets attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax Period”). Buyer [*] shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returnsReturns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax returns or other documents required to be filed with Returns for Governmental Authorities, it is necessary that a Party party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use commercially reasonable efforts to furnish or make available such then existing, non-privileged information at the recipient’s request, cost and expense; expense provided, however, that no Party party shall be entitled to review or examine the Tax returns Returns of any other Party. (b) party. For purposes of this Section 4.13.2, in the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part party of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period less over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, reports and forms (herein "TAX RETURNS") and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP Assets and Transferred Contracts the Assumed Liabilities attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre"PRE-Closing Tax Period”CLOSING TAX PERIOD"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returnsReturns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP Assets and Transferred Contracts the Assumed Liabilities attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax returns or other documents Returns required to be filed with Governmental Authorities, it is necessary that a Party party be EXECUTION COPY furnished with additional information, documents or records relating to the Transferred AssetsAssets and the Assumed Liabilities, both Seller and Buyer agree to use commercially reasonable efforts to furnish or make available such existing, non-privileged information at the recipient’s 's request, cost and expense; expense provided, however, that no Party party shall be entitled to review or examine the Tax returns Returns of any other Party. (b) party. For purposes of this Section 4.13.2, in the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”"STRADDLE PERIOD"), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period less over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. (a) Seller shall prepare All real property Taxes, personal property Taxes and file, or cause to be prepared and filed, similar ad valorem obligations levied with the appropriate Governmental Authorities all Tax returns, reports and forms and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts attributable respect to any Purchased Assets for a taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax Period”). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities all Tax returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax returns or other documents required to be filed with Governmental Authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s request, cost and expense; provided, however, that no Party shall be entitled to review or examine the Tax returns of any other Party. (b) For purposes of this Section 4.1, in the case of any taxable period that includes (but does not end on) the Closing Date, whether or not imposed or assessed before or after the Closing Date, shall be apportioned between Seller and Buyer based on the number of days of such taxable period through the Closing Date (a the “Straddle Pre-Closing Property Tax Period”) and the number of days of such taxable period after the Closing Date (the “Post-Closing Property Tax Period”), . Seller shall be liable under this Section 4.4 for the proportionate amount of such Taxes for that is attributable to the Pre-Closing Property Tax Period Period, and Buyer shall be computed as if liable for the Preproportionate amount of such Taxes that is attributable to the Post-Closing Property Tax Period ended as of Period. Within ninety (90) days after the close of business on Closing, Seller and Buyer shall present a statement to the Closing Date and other setting forth the amount of Taxes reimbursement to which each is entitled under this Section 4.4 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any ▇▇▇▇ for taxable periods that are not part such Taxes, Buyer or Seller, as applicable, shall notify the other Party of the Pre-Closing Tax Period receipt of such ▇▇▇▇ and shall present a statement to the other Party setting forth the amount of reimbursement to which it shall be entitled under this Section 4.4 upon payment of such ▇▇▇▇, together with such supporting evidence as is reasonably necessary to calculate the excessamount of reimbursement. Payment of any such reimbursement amount shall be made by the Party owing it to the Party to which it is owed within ten (10) days after delivery of such statement. In the event that Seller or Buyer shall make any payment for which it is entitled to reimbursement under this Section 4.4, if anythe other Party shall make such reimbursement promptly, but in no event later than ten (10) days after the presentation of a statement setting forth the Taxes for amount of reimbursement to which the Straddle Period less presenting Party is entitled, along with such supporting evidence as is reasonably necessary to calculate the Taxes for the Pre-Closing Tax Periodamount of reimbursement.

Filing of Returns and Payment of Taxes. (a) Seller shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts Assets or their use attributable to any taxable period which ends on or prior to the Closing Date (herein “"Pre-Closing Tax Period”"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate Governmental Authorities authorities all Tax returnsReturns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets, Transferred IP and Transferred Contracts Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax returns Returns or other documents required to be filed with Governmental Authoritiesgovernmental authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use commercially reasonable efforts to furnish or make available such non-privileged information at the recipient’s 's request, cost and expense; providedPROVIDED, howeverHOWEVER, that no Party shall be entitled to review or examine the Tax returns Returns of any other Party. (b) . For purposes of this Section 4.13.2., in the case of any taxable Taxable period that includes (but does not end on) the Closing Date (a “"Straddle Period”"), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part of the PrePost-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period less over (y) the Taxes for the Pre-Closing Tax Period.