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

Filing of Returns and Payment of Taxes. [*] shall prepare and file, or cause to be prepared and filed, with the appropriate 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 attributable to any taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax Period”). [*] shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns for 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 reasonable efforts to furnish or make available such then existing, 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. For purposes of this Section 3.2, 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 party of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. [*] Seller shall prepare and file, or cause to be prepared and filed, with the appropriate 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 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 authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. Buyer shall prepare and file, and cause to be prepared and filed, with the appropriate authorities all Tax Returns for a Straddle Period (as defined in the next paragraph), and pay to the applicable authority all Taxes due with respect to those Tax returns; provided that (i) Buyer shall deliver any such Tax Returns to Seller at least thirty 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 filing thereof and (iii) such Tax Returns shall not be filed without the prior written consent of Seller, which consent shall not be unreasonable held or delayed. Within ten days of written demand thereof, but in no event more than ten days prior to the due date thereof, Seller shall pay Purchaser the amount of Taxes for the Straddle Period relating to the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns for or other tax 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 reasonable efforts to furnish or make available such then existing, non-privileged information at the recipient’s request, cost and expense provided, however, that no party Party shall be entitled to review or examine the Tax Returns of any other partyParty. Notwithstanding anything to the contrary contained herein, a Party shall only be required to furnish or make available such documents or records that are maintained in the ordinary course of that Party’s business and exist at the time of the request. For purposes of this Section 3.2, 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 party part of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. [*] 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 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 attributable respect to any Purchased Assets for a taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax Period”). [*] shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns for 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 reasonable efforts to furnish or make available such then existing, 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. For purposes of this Section 3.2, 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 4.10 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 4.10 together with such supporting evidence as is reasonably necessary to calculate the amount of such reimbursement. Thereafter, upon receipt of any xxxx for taxable periods that are not party such Taxes, Buyer or Seller, as applicable, shall notify the other Party of the Pre-Closing Tax Period receipt of such xxxx and shall present a statement to the other Party setting forth the amount of reimbursement to which it shall be entitled under this Section 4.10 upon payment of such xxxx, 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 4.10, if anythe other Party shall make such reimbursement promptly, but in no event later than ten (10) days after the presentation of (x) a statement setting forth the Taxes for amount of reimbursement to which the Straddle Period over (y) 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. [*] shall (a) The Sellers shall, at their own expense, timely prepare and filefile with the appropriate Tax Authorities all Tax Returns of the Company (but not its Subsidiaries) that relate to any Pre-Closing Period of the Company, and the Sellers shall timely pay all Pre-Closing Taxes due with respect to such Tax Returns, except in each case (i) to the extent that any Pre-Closing Taxes were (or cause will be) treated as a liability in the determination of the Final Adjusted Working Capital and (ii) for any Buyer Taxes. The Buyer shall at its own expense, timely prepare and file with the appropriate Tax Authorities all Tax Returns of the Company, each other Subsidiary of the Buyer and each Affiliated Group not required to be prepared and filed by the Sellers. The Buyer shall timely pay all Taxes due with respect to the Tax Returns not filed by the Sellers. For any Tax Return not filed by the Sellers in respect of any Pre-Closing Period or any Straddle Period, (i) the Buyer shall prepare such Tax Returns on a basis consistent with the practices of the Company or its Subsidiaries prior to the Closing, as applicable, (ii) the Buyer shall furnish such Tax Return to the Sellers' Representative for its approval and consent to file (which approval and consent shall not be unreasonably withheld or delayed) at least 30 days prior to the due date for filing such Tax Returns, and, if such Tax Return relates to a Straddle Period, such Tax Return shall be accompanied by a calculation of the portion of any Tax due in respect of the period covered by such Tax Return that constitutes an Interim Period Tax and (iii) the Sellers shall pay to the Buyer (pro rata in accordance with each Seller's Percentage Interest in accordance with Section 8.7(b)), 56 the amount of Tax determined to be due by reason of the approval of such amount by the Sellers' Representative or by resolution by the Independent Auditor, as described below, in connection with filing such Tax Returns (in the case of a Tax Return relating to a Pre-Closing Period) or the amount of Interim Period Tax due in connection with filing such Tax Return (in the case of a Tax Return relating to a Straddle Period), other than Buyer Taxes, at least one Business Day prior to such due date except to the extent that such Tax was included as a liability in the determination of Final Adjusted Working Capital. If Sellers' Representative objects to any Tax Return or any calculation of Interim Period Taxes provided by Buyer pursuant to the preceding sentence, it shall deliver a written notice to Buyer specifying in reasonable detail the nature of any objection not less than 10 days prior to the due date of such Tax Return. If Buyer and Sellers' Representative are unable to resolve all such objections within 10 days, any remaining dispute will be submitted to the Independent Auditor for resolution. In the event that the Independent Auditor resolves all disputes presented to it entirely in the manner proposed by the Buyer or the Seller's Representative, as the case may be, the fees and expenses of the Independent Auditor and, in the event the dispute resolution process results in any Tax Return not being filed in a timely manner, any penalties and interest resulting from the late filing, shall be paid by the other party (with respect to the Sellers, pro rata in accordance with their Percentage Interests in accordance with Section 8.7(b)). In all other events, the fees and expenses of the Independent Auditor shall be shared (with respect to the Sellers, pro rata in accordance with their Percentage Interests in accordance with Section 8.7(b)) in the same proportion that the Sellers' Representative position, on the one hand, and the Buyer's position, on the other hand, initially presented to the Independent Auditor bears to the final resolution as determined by the Independent Auditor. To the extent allowable under the relevant Tax laws in each jurisdiction in which a Tax Return must be filed, with the appropriate authorities all Tax returns, reports Sellers and forms (herein “Tax Returns”) the Buyer agree to cause the Company and shall pay, or cause to be paid, when due all Taxes relating to each Subsidiary of the Transferred Assets attributable to any taxable period which ends on or Company as of immediately prior to the Closing Date (herein “Pre-Closing Tax Period”). [*] shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating without giving effect to the Transferred Assets attributable Brink Acquisition or the Ancillary Transactions to taxable periods which are not part of the Pre-Closing close its books for Tax Period. If, in order purposes and to properly prepare its file any Tax Returns for Governmental Authorities, it is necessary in a manner that a party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such then existing, 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. For purposes of this Section 3.2, in the case of any taxable period that includes (but does not end on) the Closing Date (give rise to 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 party of the Pre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. [*] With respect to income Taxes, franchise Taxes and other Taxes based upon income, Buyer and Seller shall each be responsible for filing of its own Tax Returns and payment of any Taxes imposed on it that arise from the transactions contemplated by this Agreement or otherwise. With respect to Taxes other than income Taxes, franchise Taxes and other Taxes based upon income, Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax (as defined below) returns, reports and forms (herein “"Tax Returns”") and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to any taxable period which ends on or prior to the Closing Date (herein “"Pre-Closing Tax Period”"). [*] With respect to Taxes other than income Taxes, franchise Taxes and other Taxes based upon income, Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns for 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 reasonable efforts to furnish or make available such then existing, non-privileged information at the recipient’s 's request, cost and expense provided, however, that no party Party shall be entitled to review or examine the Tax Returns of any other partyParty. For purposes of this Section 3.2, 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 party of the PrePost-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. [*] 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 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 attributable respect to any Purchased Assets for a taxable period which ends on or prior to the Closing Date (herein “Pre-Closing Tax Period”). [*] shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns for 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 reasonable efforts to furnish or make available such then existing, 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. For purposes of this Section 3.2, 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 xxxx for taxable periods that are not party such Taxes, Buyer or Seller, as applicable, shall notify the other Party of the Pre-Closing Tax Period receipt of such xxxx 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 xxxx, 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 (x) a statement setting forth the Taxes for amount of reimbursement to which the Straddle Period over (y) 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.