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

Filing of Tax Returns; Payment of Taxes. (i) The Company shall timely file all Tax Returns required to be filed by it on or prior to the Closing Date (giving effect to valid filing extensions) and shall pay or cause to be paid all Taxes shown as due thereon. All such Tax Returns shall be prepared in a manner consistent with the prior practice of the Company. The Company shall provide Purchaser with copies of completed drafts of such Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers upon request, for Purchaser’s review and approval. The Stockholder Representative and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Selling Stockholders and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(g), which resolution shall be binding on the parties.

Filing of Tax Returns; Payment of Taxes. (i) The Sellers shall, and shall cause the Company shall and the Subsidiaries to, prepare and timely file all Tax Returns required to be filed by it them in respect of periods ending on or prior to the Closing Date (giving effect to valid filing extensions) and shall pay or cause to be paid all Taxes shown as due thereon. All such Tax Returns shall be prepared in a manner consistent with the prior practice of except where to so prepare would render the CompanyTax Returns incomplete, misleading or materially incorrect. The Sellers shall, and shall cause the Company shall and the Subsidiaries to, provide Purchaser with copies of such completed drafts of such Tax Returns and any other amended Tax Returns at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers upon requestworkpapers, for Purchaser’s review and approvalapproval (such approval not to be unreasonably withheld or delayed). The Stockholder Representative Sellers and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Sellers and the Selling Stockholders and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(g9.6(f), which resolution shall be binding on the parties.

Filing of Tax Returns; Payment of Taxes. (i) The Sellers shall, and shall cause the Company shall and the Subsidiaries to, prepare and timely file all Tax Returns required to be filed by it them in respect of periods ending on or prior to the Closing Date (giving effect to valid filing extensions) and shall pay or cause to be paid all Taxes shown as due thereon. All such Tax Returns shall be prepared in a manner consistent with the prior practice of except where to so prepare would render the CompanyTax Returns incomplete, misleading or materially incorrect. The Sellers shall, and shall cause the Company shall and the Subsidiaries to, provide Purchaser with copies of such completed drafts of such Tax Returns and any other amended Tax Returns at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers upon requestworkpapers, for Purchaser’s 's review and approvalapproval (such approval not to be unreasonably withheld or delayed). The Stockholder Representative Sellers and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Sellers and the Selling Stockholders and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(g9.6(f), which resolution shall be binding on the parties.

Filing of Tax Returns; Payment of Taxes. (i) The Company shall timely Seller will file all Tax Returns required to be filed by it on or prior to the Closing Date (giving effect to valid filing extensions) and shall pay or cause to be paid filed (with reasonable assistance from the Company), all Tax Returns of the Company for all taxable periods ending on or before the Closing Date, and shall timely pay any and all Taxes shown as due thereonwith respect to such returns. All such Tax Returns described in this Section 5.03(a)(i) shall be prepared in a manner consistent with the prior practice of the Companypractice. The Company Seller shall provide Purchaser with copies of such completed drafts of such Tax Returns at least twenty days 20 Business Days prior to the due date for filing thereof, along with supporting workpapers upon requestworkpapers, for Purchaser’s review and approval. The Stockholder Representative Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Selling Stockholders Seller and Purchaser are unable to resolve any dispute with respect to such Tax Return Returns at least ten 10 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(g5.03(e), which resolution shall be binding on the partiesParties.

Filing of Tax Returns; Payment of Taxes. (i) The Company Seller shall timely file or cause to be filed, all Tax Returns required of or including the Company with respect to be filed by it periods ending on or prior to the Closing Effective Date (giving effect to valid filing extensions) and shall pay or cause to be paid any and all Taxes shown as due thereonwith respect to such Tax Returns. All such Tax Returns described in this Section 8.5(b)(i) shall be prepared in a manner consistent with the prior practice of the Companypractice. The Company shall provide Purchaser with copies of such completed drafts of such Tax Returns at least twenty days prior to the due date for filing thereofthereof or any valid extension of such due date, along with supporting workpapers upon requestworkpapers, for Purchaser’s review and approval. The Stockholder Representative Seller and Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Selling Stockholders Seller and Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 8.6(g8.5(h), which resolution shall be binding on the parties. Seller agrees to provide, after the Closing, reasonable access to and support by Company employees, representatives and resources to Seller in order to facilitate and permit Seller to perform its obligations under this Section 8.5(b)(i).