Common use of Preparation and Filing of Tax Returns; Payment of Taxes Clause in Contracts

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Parent shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for the Company that are required to be filed (taking into account extensions) after the Closing Date. Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending on or after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return to the extent permitted under applicable law. The Parent shall make or cause to be made all payments required with respect to any such Tax Returns. (b) The Parent shall permit the Stockholder Representative to review and comment on any Tax Return for a period beginning on or before the Closing Date prior to filing to the extent that any item thereon may have an adverse effect on the Company Stockholders and for which the Company Stockholders are liable thereunder or under applicable law. The Parent shall provide such Tax Returns to the Stockholder Representative at least twenty-five (25) days before such Tax Returns are required to be filed (together with such additional information regarding such Tax Returns as may reasonably be requested by the Stockholder Representative ). The Stockholder Representative may comment on such Tax Returns within ten (10) calendar days following receipt of the returns. The failure of the Stockholder Representative to propose any AGREEMENT AND PLAN OF MERGER changes to such Tax Returns within such ten (10) day period shall be deemed to constitute the Company Stockholders’ approval thereof. If the Stockholder provides comments within the ten (10) calendar day period, the Parent shall either make such revisions as are requested by the Stockholder Representative or notify the Stockholder Representative within five (5) calendar days following receipt of the Stockholder Representative’s comments of the revisions which it disputes. Within a further period of ten (10) calendar days from the delivery of such notice to the Stockholder Representative, the accountants for each of the parties will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be resolved pursuant to Section 8.7 below. (c) The Company Stockholders shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-Income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the series of transactions contemplated by this Agreement.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) The Parent Acquiror shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for of the Company for a Pre-Closing Tax Period that are required filed after the Closing Date and, subject to the indemnification obligations hereunder, shall pay or cause to be paid all Taxes due with respect to such Tax Returns. All such Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company, except as otherwise required by applicable Legal Requirements, except that (i) the Transaction Tax Deductions shall be included in the Pre-Closing Tax Period to the extent permitted by applicable Legal Requirements, and (ii) Acquiror shall not, and shall not cause the Company to, waive any carryback of net operating losses under Section 172(b)(3) of the Code on any Tax Return of the Company filed (taking into account extensions) after in respect of a taxable period beginning before the Closing Date. Any Acquiror shall provide the Securityholder Representative copies of all U.S. federal income Tax Return Returns and all other material Tax Returns for any Pre-Closing Tax Period that reflects a Tax for which the Company Stockholders are responsible for pursuant to be prepared this Agreement at least thirty (30) days for income Tax Returns and filed ten (10) days for taxable periods beginning before the Closing Date and ending on or after the Closing Date shall be prepared on a basis consistent with the last previous similar other material Tax Return Returns prior to the extent permitted under applicable law. The Parent shall make or cause to be made all payments required with respect to any such Tax Returns. (b) The Parent their filing, shall permit the Stockholder Securityholder Representative to review and comment on any each such Tax Return for a period beginning on or before the Closing Date prior to filing and shall consider in good faith such revisions to the extent that any item thereon may have an adverse effect on the Company Stockholders and for which the Company Stockholders are liable thereunder or under applicable law. The Parent shall provide such Tax Returns to the Stockholder Representative at least twenty-five (25) days before such Tax Returns are required to be filed (together with such additional information regarding such Tax Returns as may are reasonably be requested by the Stockholder Securityholder Representative )in writing. The Stockholder Representative may comment on Any disputes over such Tax Returns within ten (10) calendar days following receipt of the returns. The failure of the Stockholder Representative to propose any AGREEMENT AND PLAN OF MERGER changes to such Tax Returns within such ten (10) day period shall be deemed submitted to constitute an impartial nationally recognized Tax accounting firm appointed by mutual agreement of Acquiror and the Company Stockholders’ approval thereof. If Securityholder Representative (the Stockholder provides comments within the ten (10“Independent Tax Accountant”) calendar day period, the Parent shall either make such revisions as are requested by the Stockholder Representative or notify the Stockholder Representative within five (5) calendar days following receipt of the Stockholder Representative’s comments of the revisions which it disputes. Within a further period of ten (10) calendar days from the delivery of such notice to the Stockholder Representative, the accountants for each of the parties will attempt to resolve resolution in good faith any disputed items. Failing such resolution, the unresolved disputed items will be resolved pursuant to Section 8.7 below. (c) The Company Stockholders shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-Income Taxes and administrative fees (including, without limitation, notary fees) arising in connection substantial accordance with the consummation of the series of transactions contemplated by this Agreementprocedure set forth in Section 1.10(a)(iii).

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) The Parent Group Companies shall prepare and timely file or shall cause to be prepared and timely filed all Tax Returns for of the Company Group Companies that are required to be filed (taking into account extensions) on or prior to the Closing Date and shall make any payments required with respect to any such Tax Returns. Such Tax Returns shall be prepared and filed in accordance with applicable Law and in a manner consistent with past practices. (ii) The Buyer shall prepare and timely file or cause to be prepared and timely filed all Tax Returns of the Group Companies that are required to be filed (taking into account extensions) after the Closing Date. Any such Tax Return to be prepared and filed Returns for taxable periods beginning before the a Pre-Closing Date and ending on Tax Period or after the Closing Date Straddle Period shall be prepared on in a basis manner consistent with the last previous similar past practices of the Group Companies, except as required by applicable Law. At least twenty (20) Business Days (or such shorter period, as is reasonably practicable in the case of non-corporation Tax Returns) prior to the filing of any such Tax Return for a Pre-Closing Tax Period or Straddle Period, the Buyer shall submit a copy of such income or other material Tax Return to the extent permitted under applicable lawEquityholder Representative for the Equityholder Representative’s review and comment, and the Buyer shall consider in good faith any comments provided by the Equityholder Representative that are received, in writing, by the Buyer within fifteen (15) Business Days (or such shorter period, as is reasonably practicable in the case of non-corporation Tax Returns) after submitting a copy of such Tax Return to the Equityholder Representative. The Parent Buyer shall make or cause to be made all payments required with respect to any such Tax Returns. (b) The Parent ; provided, however, that the Participating Sellers shall permit promptly indemnify the Stockholder Representative to review and comment on any Tax Return for a period beginning on or before the Closing Date prior to filing Buyer to the extent that any item thereon may have an adverse effect on the Company Stockholders and for which the Company Stockholders are liable thereunder or under applicable law. The Parent shall provide such Tax Returns to the Stockholder Representative at least twenty-five (25) days before such Tax Returns are required to be filed (together with such additional information regarding such Tax Returns as may reasonably be requested provided by the Stockholder Representative ). The Stockholder Representative may comment on such Tax Returns within ten (10) calendar days following receipt of the returns. The failure of the Stockholder Representative to propose any AGREEMENT AND PLAN OF MERGER changes to such Tax Returns within such ten (10) day period shall be deemed to constitute the Company Stockholders’ approval thereof. If the Stockholder provides comments within the ten (10) calendar day period, the Parent shall either make such revisions as are requested by the Stockholder Representative or notify the Stockholder Representative within five (5) calendar days following receipt of the Stockholder Representative’s comments of the revisions which it disputes. Within a further period of ten (10) calendar days from the delivery of such notice to the Stockholder Representative, the accountants for each of the parties will attempt to resolve in good faith any disputed items. Failing such resolution, the unresolved disputed items will be resolved pursuant to Section 8.7 belowArticle VIII. (c) The Company Stockholders shall be responsible for the payment of any transfer, sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-Income Taxes and administrative fees (including, without limitation, notary fees) arising in connection with the consummation of the series of transactions contemplated by this Agreement.