Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, prepare and timely file (or cause to be prepared and timely filed) all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause to be filed) pursuant to this Section 6.4(b). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on any Tax Return based on the assumption and allocation of Income Tax liabilities provided in this Agreement without regard to the party that has prepared the Tax Return, and the party responsible for payment of any amount of Income Taxes shown due on a Tax Return shall pay such unpaid amount to the party filing the Tax Return no later than one (1) Business Day prior to the filing of such Tax Return.

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely fileda) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, shall prepare and timely file (file, or cause to be prepared and timely filed) , when due all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect by any Acquired Subsidiary prior to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing DateClosing. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, All such Tax Returns shall be prepared and filed in accordance a manner that is consistent with past practice (unless a contrary position is prior practice, if any, except as required by Applicable Law)applicable law. Subject Parent shall pay or cause to be paid all Taxes due and payable in respect of all such Tax Returns as are Returns. In the case of any Tax Return required to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to this subsection for which the ITW Purchase Agreementposition taken with respect to any Tax Item is reasonably likely to increase the Taxes of any Purchaser Tax Indemnitee with respect to any taxable period or portion thereof beginning after the Closing Date, Parent shall deliver a draft of such Tax Return to Purchaser for its review at least twenty (20) Business Days prior to the Due Date, and Parent and US shall consider in good faith any comments received from Purchaser. (b) Purchaser will shall, except to the extent that the filing of such Tax Returns is the responsibility of Parent under Section 8.2(a), prepare and timely file (file, or cause to be prepared and timely filed) , all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause required to be filed) filed by any Acquired Subsidiaries. In the case of any Tax Return required to be prepared and filed by Purchaser pursuant to this subsection for which any Taxes are the responsibility of Parent under Section 6.4(b8.1(a), Purchaser shall deliver a draft of such Tax Return to Parent for its review at least twenty (20) Business Days prior to the Due Date and shall provide Parent with Purchaser's calculation, in reasonable detail, of Parent's share of the Taxes with respect to such Tax Return (determined in the case of a Straddle Period in accordance with Section 8.2(c)); provided, however, that such drafts of any such Tax Return and such calculations of Parent's share of the Taxes with respect to such Tax Return shall be subject to Parent's review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on If Parent disputes any Tax Item on such Tax Return based on or Purchaser's calculation of Parent's share of the assumption and allocation of Income Tax liabilities provided in this Agreement without regard Taxes with respect to the party that has prepared the such Tax Return, Parent shall notify Purchaser (by written notice within five (5) days of receipt of Purchaser's calculation) of such disputed item (or items) and the party responsible basis for payment its objection. If Parent does not object by written notice within such period, Purchaser's calculation of any amount Parent's share of Income the Taxes shown due on a with respect to such Tax Return shall pay be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof. Parent and Purchaser shall act in good faith to resolve any such unpaid amount dispute prior to the party filing Due Date. If Parent and Purchaser cannot resolve any disputed item, the Tax Return no item in question shall be resolved by the Accountant in a manner consistent with the standards set forth in Section 3.7(c) as promptly as practicable. No later than one five (15) Business Day days prior to the filing of such Tax Return, Parent shall pay Purchaser in immediately available funds the amount of Parent's share of the Taxes with respect to such Tax Return determined pursuant to this Section 8.2(b). Subject to the preceding sentence, Purchaser shall pay or cause to be paid all Taxes due and payable in respect of all Tax Returns required to be prepared by Purchaser pursuant to this subsection. If the Accountant has not finalized its conclusion in respect of any disputed item prior to the Due Date, Purchaser shall (i) file such Tax Return in the form initially provided to Parent, (ii) amend such Tax Return if the dispute is subsequently resolved in favor of Parent, and (iii) pay Parent in immediately available funds the amount of any excess of (x) the amount paid by Parent to Purchaser pursuant to this Section 8.2(b) and (y) the amount of Parent's share of the Taxes with respect to such Tax Return as finally determined by the Accountant. (c) In order to apportion appropriately any Taxes relating to a Straddle Period between the portion of such Straddle Period ending on and including the Closing Date and the portion of such Straddle Period beginning after the Closing Date, the Parties shall, to the extent permitted under applicable law, elect with the relevant Tax authority to treat for all Tax purposes the Closing Date as the last day of a taxable period. In the case of any other Taxes for a Straddle Period for which such election to close the taxable period is not permitted, the portion of such Taxes that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be: (i) in the case of ad valorem or similar Taxes that are imposed on a periodic basis, deemed to be the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis (such as real property Taxes), the amount of such Taxes for the immediately preceding period) multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire relevant Straddle Period; and (ii) in the case of Taxes not described in (i) (such as Taxes that are either (x) based upon or related to income, receipts or premiums, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), deemed equal to the amount that would be payable if the taxable period ended on and included the Closing Date.

Filing Responsibility. Subject Seller will include all items of income, gain, deduction, loss and credit of the Company in Seller’s Tax Returns, including any applicable consolidated, combined and unitary income and franchise Tax Returns for tax periods ending on or before the Closing Date and will be liable for all Taxes with respect to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or each a “Seller Tax Return”). Seller will cause Sellers to, prepare and timely file (or cause to be prepared and timely filed) all (1) Tax Returns of any Seller file or any Acquired Subsidiary required cause to be timely filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect to for the Liquid Finishing Business or Company for the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the (each a “Pre-Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable LawReturn”). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser Buyer will prepare and timely file (or cause to be prepared and timely filed) all Tax Returns required to be filed by the Company that Sellers and the Acquired Subsidiaries are Seller is not obligated to prepare and timely file (or cause to be prepared and timely filed) pursuant to this Section 6.4(b6.10(b). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on If any such Tax Return based on (whether original or amended) prepared (or caused to be prepared) by Buyer relates to any Pre-Closing Tax Period or if any such Tax Return (whether original or amended) prepared (or caused to be prepared) by Seller relates to any period that is not a Pre-Closing Tax Period, then such Tax Return will be prepared in accordance with the assumption and allocation past practice of Income Tax liabilities provided in this Agreement without regard the Company (except to the party that has prepared the Tax Return, extent otherwise required by Applicable Law) and the party responsible for payment preparing Party will give to the other Parties a copy of any amount of Income Taxes shown due on a such Tax Return shall pay such unpaid amount as soon as practicable after the preparation thereof, but not less than fifteen (15) days prior to the party filing the Tax Return no later than one (1) Business Day prior to due date for the filing of such Tax Return, for such other’s review and comment. Such preparing Party will consider in good faith any changes to such Tax Return that are reasonably requested.

Filing Responsibility. Subject (a) RP shall timely prepare and file, or cause to be timely prepared and filed, all Returns of the RM Transferred Subsidiaries (i) for all Pre-Closing Tax Periods or (ii) required to be filed on or prior to the Closing Date, taking into account extensions of the time to file, and timely pay, or cause to be paid, when due, all Taxes relating to such Tax Returns. Such Returns shall be prepared or completed in a manner consistent with prior practice of such Transferred Subsidiaries concerning their respective income, properties or operations (including elections and accounting methods and conventions), except as are determined in RP’s good faith reasonable judgment as otherwise required by law or regulation, or otherwise agreed to by Merck prior to the filing thereof. Prior to the filing of any Return described in this Section 14.14(a) that was not filed before the Closing Date, RP shall provide, or cause to be provided, to Merck a substantially final draft of such Return at least fifteen (15) Business Days prior to the due date for filing such Return, and Merck shall have the right to review such Return prior to the filing of such Return. Merck shall notify RP at least eight (8) Business Days prior to such due date for filing of any reasonable objections Merck may have to any items set forth in such draft Return which (i) are inconsistent with prior practice, (ii) would have a Material Adverse Effect or (iii) are contrary to law or regulation, and Merck and RP agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Return. (b) Merck shall timely prepare and file, or cause to be timely prepared and filed filed, all Returns of the Merck Transferred Subsidiaries (i) for all Pre-Closing Tax Periods or caused (ii) required to be prepared filed on or prior to the Closing Date, taking into account extensions of the time to file, and timely filed) pay, or cause to be paid, when due, all Taxes relating to such Returns. Such Returns shall be prepared or completed in a manner consistent with prior practice of such Transferred Subsidiaries concerning their respective income, properties or operations (including elections and accounting methods and conventions), except as determined in Merck’s good faith reasonable judgment as otherwise required by ITW Parent and its Affiliates pursuant law or regulation, or otherwise agreed to by RP prior to the ITW Purchase Agreementfiling thereof. Prior to the filing of any Return described in this Section 14.14(b) that was not filed before the Closing Date, Graco willMerck shall provide, or will cause Sellers toto be provided, to RP a substantially final draft of such Return at least fifteen (15) Business Days prior to the due date for filing such Return, and RP shall have the right to review such Return prior to the filing of such Return. RP shall notify Merck at least eight (8) Business Days prior to such due date for filing of any reasonable objections RP may have to any items set forth in such draft Return which (i) are inconsistent with prior practice, (ii) would have a Material Adverse Effect or (iii) are contrary to law or regulation, and RP and Merck agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Return. (c) Merial shall prepare and timely file (file, or cause to be prepared and timely filed) , subject to RP’s and Merck’s review and approval (which approval shall not be unreasonably withheld), all (1) Tax Returns for a Straddle Period relating to each of any Seller or any Acquired Subsidiary the Transferred Subsidiaries not otherwise required to be filed on by RP or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law). Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates Merck pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will prepare and timely file Section 14.14(a) or (or cause to be prepared and timely filed) all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause to be filed) pursuant to this Section 6.4(bb). Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on any Tax Return based on the assumption and allocation of Income Tax liabilities provided in this Agreement without regard to the party that has prepared the Tax Return, and the party responsible for payment of any amount of Income Taxes shown due on a Tax Return shall pay such unpaid amount to the party filing the Tax Return no later than one (1) Business Day prior to the filing of such Tax Return.

Filing Responsibility. Subject to such Tax Returns as are to be prepared and filed (or caused to be prepared and timely fileda) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, shall prepare and timely file (file, or cause to be prepared and timely filed) , when due all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before the Closing Date (after taking into account extensions therefor) and (2) all Tax Returns involving Income Taxes with respect by any Acquired Subsidiary prior to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed on or after the Closing DateClosing. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, All such Tax Returns shall be prepared and filed in accordance a manner that is consistent with past practice (unless a contrary position is prior practice, if any, except as required by Applicable Law)applicable law. Subject Parent shall pay or cause to be paid all Taxes due and payable in respect of all such Tax Returns as are Returns. In the case of any Tax Return required to be prepared and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to this subsection for which the ITW Purchase Agreementposition taken with respect to any Tax Item is reasonably likely to increase the Taxes of any Purchaser Tax Indemnitee with respect to any taxable period or portion thereof beginning after the Closing Date, Parent shall deliver a draft of such Tax Return to Purchaser for its review at least twenty (20) Business Days prior to the Due Date, and Parent and US shall consider in good faith any comments received from Purchaser. (b) Purchaser will shall, except to the extent that the filing of such Tax Returns is the responsibility of Parent under Section 8.2(a), prepare and timely file (file, or cause to be prepared and timely filed) , all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to file (or cause required to be filed) filed by any Acquired Subsidiaries. In the case of any Tax Return required to be prepared and filed by Purchaser pursuant to this subsection for which any Taxes are the responsibility of Parent under Section 6.4(b8.1(a), Purchaser shall deliver a draft of such Tax Return to Parent for its review at least twenty (20) Business Days prior to the Due Date and shall provide Parent with Purchaser’s calculation, in reasonable detail, of Parent’s share of the Taxes with respect to such Tax Return (determined in the case of a Straddle Period in accordance with Section 8.2(c)); provided, however, that such drafts of any such Tax Return and such calculations of Parent’s share of the Taxes with respect to such Tax Return shall be subject to Parent’s review and approval, which approval shall not be unreasonably withheld, conditioned or delayed. Purchaser Parent, US Purchaser and Sellers will discharge all Income Tax liabilities shown on If Parent disputes any Tax Item on such Tax Return based on or Purchaser’s calculation of Parent’s share of the assumption and allocation of Income Tax liabilities provided in this Agreement without regard Taxes with respect to the party that has prepared the such Tax Return, Parent shall notify Purchaser (by written notice within five (5) days of receipt of Purchaser’s calculation) of such disputed item (or items) and the party responsible basis for payment its objection. If Parent does not object by written notice within such period, Purchaser’s calculation of any amount Parent’s share of Income the Taxes shown due on a with respect to such Tax Return shall pay be deemed to have been accepted and agreed upon, and final and conclusive, for all purposes hereof. Parent and Purchaser shall act in good faith to resolve any such unpaid amount to the party filing the Tax Return no later than one (1) Business Day dispute prior to the filing of such Tax Return.Due Date. If Parent and Purchaser cannot resolve any disputed item, the item in question shall be resolved by the Accountant in a manner consistent with the standards set forth in Section

Filing Responsibility. Subject to such The following provisions shall govern the allocation of responsibility for the preparation of Tax Returns as are to be prepared before and filed (or caused to be prepared and timely filed) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Graco will, or will cause Sellers to, prepare and timely file (or cause to be prepared and timely filed) all (1) Tax Returns of any Seller or any Acquired Subsidiary required to be filed on or before after the Closing Date and payment of Taxes as between Purchaser and Sellers for certain Tax matters: (after taking into account extensions therefori) Between the date of this Agreement and (2) prior to the Closing Date, Sellers shall prepare and file, or shall cause the Company and each Subsidiary to prepare and file, on a timely basis, all Tax Returns involving Income Taxes with respect to the Liquid Finishing Business or the Acquired Assets with respect to any Pre-Closing Tax Period that are required to be filed by the Company and such Subsidiary (taking account of extensions) on or prior to the Closing Date. (ii) Sellers shall prepare or cause to be prepared, and shall file or cause to be filed, all Tax Returns for the Company and each Subsidiary for all Tax periods ending on or prior to the Effective Time that are required to be filed (taking account of extensions) on or after the Closing Date. To the extent that any such Tax Returns filed by Sellers relate to any Acquired Subsidiary, such Such Tax Returns shall be prepared by treating items on such Tax Returns in accordance a manner consistent with past practice practices and applicable Law. In the event that any such Tax Return requires Purchaser’s signature or the signature of any employee or agent of the Company or Subsidiary, Purchaser shall sign or cause such person to sign the Tax Return provided that Purchaser is provided with a copy of each such Tax Return at least ten (unless a contrary position is required by Applicable Law). Subject 10) Business Days prior to its due date (taking into account extensions) together with sufficient information to permit Purchaser to verify such Tax Return, and Sellers shall make such changes to any such Tax Returns as are Purchaser shall reasonably request prior to be prepared and filed its filing. (or caused to be prepared and timely filediii) by ITW Parent and its Affiliates pursuant to the ITW Purchase Agreement, Purchaser Parent and US Purchaser will shall prepare and timely file (or cause to be prepared and timely filed) all Tax Returns that Sellers and the Acquired Subsidiaries are not obligated to shall file (or cause to be filedfiled any Tax Returns of the Company and each Subsidiary for Tax periods which begin before the Closing Date and end after the Closing Date. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practices and applicable Law. Purchaser shall provide Sellers with a copy of each such Tax Return at least ten (10) Business Days prior to its filing together with sufficient information to permit Sellers to verify the appropriate Tax treatment of all items on such Tax Return, and shall make such changes (that relate to a deviation from past practices or applicable Law) to any such Tax Returns as Sellers shall reasonably request prior to its filing. Tan shall be liable, subject to the limitations in this Section 7.3 and ARTICLE X, for and shall pay to Purchaser within five (5) days of notice Taxes which relate to the portion of such tax period ending on the Closing Date. (iv) Purchaser shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns required to be filed by the Company and each Subsidiary. (v) Tan shall, subject to the limitations in Section 7.3 and ARTICLE X, pay or reimburse Purchaser for Taxes imposed upon the Company, each Subsidiary, each Seller and their respective Affiliates with respect to all Tax periods (or portions thereof) ending on or prior to the Closing Date within five (5) Business Days of Sellers’ receipt of written notice from Purchaser containing such information as is reasonably sufficient to permit Sellers to confirm that such Taxes are due and owing and Sellers’ responsibility therefor; provided, however, for the avoidance of doubt, and notwithstanding anything contained herein to the contrary, Tan shall not be liable for any such Taxes to the extent that such amount was reflected as an Liability in the Closing Balance Sheet (as finally determined pursuant to Section 2.4). (vi) Purchaser shall pay Sellers any amount representing a refund or overpayment of any Taxes imposed upon the Company and the Subsidiaries with respect to all Tax periods (or portions thereof) as to which Sellers are liable pursuant to this Section 6.4(b). 7.3 within five (5) Business Days of Purchaser’s receipt of such amount or, if earlier, at the time Purchaser Parentclaims any reduction of Tax due from the Company or any Subsidiary relating to such refund or overpayment; provided, US Purchaser however, that, for the avoidance of doubt, and Sellers will discharge all Income Tax liabilities shown on any Tax Return based on the assumption and allocation of Income Tax liabilities provided in this Agreement without regard notwithstanding anything contained herein to the party contrary, Purchaser shall not be liable to Sellers with respect to any such refund or overpayment of Taxes to the extent that has prepared such amount was reflected as an asset in the Tax ReturnClosing Balance Sheet (as finally determined pursuant to Section 2.4). (vii) For purposes of this Section 7.3, and in the party responsible for payment case of any amount of Income Taxes shown due that are imposed on a periodic basis and are payable for a Tax Return shall pay such unpaid amount to the party filing the Tax Return no later than one (1) Business Day period that includes but does not end at or prior to the filing Effective Time, the portion of such Tax Returnwhich relates to the portion of such Tax period ending at the Effective Time shall (A) in the case of any Taxes other than Taxes based upon or related to income, gains or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period before the Effective Time and the denominator of which is the number of days in the entire Tax period, and (B) in the case of any Tax based upon or related to income, gains or receipts be deemed equal to the amount which would be payable if the relevant Tax period ended at the Effective Time. Any Tax credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended at the Effective Time.