Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. Sellers shall timely prepare and file or cause the Company to timely prepare and file at the expense of the Sellers all Tax Returns of or including the Company that are required to be filed (with extensions) on or before the Closing Date and to pay all Taxes shown as due on any such Tax Return. All such Tax Returns will be made and filed by the Sellers or the Company in a manner consistent with the most recent prior practice of the Company and with Applicable Law. Sellers Agent will, at the expense of Sellers, prepare and file or cause to be prepared and filed all Tax Returns of the Company and the Company’s Subsidiaries for all periods ending on or prior to the Closing Date that are required to be filed after the Closing Date. Each party (or parties) responsible for preparing and filing any Income Tax Return pursuant to this Section 5.7(a), shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider in good faith any reasonable comments of the other party (or parties) in respect of such Income Tax Return. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Return and if the parties are unable to resolve any such dispute at least ten days before the due date (including extensions) for any such Income Tax Return, the dispute shall be referred to an Arbitrator and any such determination by such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator prior to the due date (including extensions) for any such Income Tax Return, such Income Tax Return shall be filed as originally prepared and later amended to reflect the such Arbitrator’s determination, if necessary. The expenses of such Arbitrator shall be borne equally by Parent and Sellers.

Filing Responsibility. Sellers shall timely prepare and file or cause the Company to timely prepare and file at the expense of the Sellers all Tax Returns of or including the Company that are required to be filed (with extensions) on or before the Closing Date and to pay all Taxes shown as due on any such Tax Return. All such Tax Returns will be made and filed by the Sellers or the Company in a manner consistent with the most recent prior practice of the Company and with Applicable Law. Sellers Agent willThe Representative shall, at the expense of SellersRepresentative’s expense, prepare or cause to be prepared and file or cause to be prepared and filed all Income Tax Returns of for the Company and the Company’s Subsidiaries Acquired Companies for all taxable periods ending on or prior to the Closing Date that are required to be filed due after the Closing DateDate (such Tax Returns, “Pre-Closing Tax Returns”). Each party (or parties) responsible for preparing and filing any Income All such Pre-Closing Tax Return pursuant to this Section 5.7(a)Returns shall be prepared in a manner consistent with past practice of the Acquired Companies, shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider in good faith any reasonable comments of the other party (or parties) in respect of extent such Income Tax Returnpast practice complies with applicable Law. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Return and if the parties are unable to resolve any such dispute at least ten No later than 30 days before the due date (including extensions) for any such Income Tax Return, the dispute shall be referred to an Arbitrator and any such determination by such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator prior to the due date (including extensions) for filing such Tax Returns, the Representative shall deliver the Tax Returns to Buyer for its review and comment. The Representative shall make all such changes as are reasonably requested by Buyer, and shall deliver the Tax Returns, completed as approved by Buyer and duly executed by an authorized Person, to Buyer no later than 10 days prior to the due date (including extensions) for filing such Tax Returns. The Acquired Companies shall file or cause to be filed all such Tax Returns on or prior to the due date (including extensions). Buyer will prepare and timely file (or cause to be prepared and timely filed) all Returns required to be filed by any Acquired Company that are required to be filed after the Closing Date that are not Pre-Closing Tax Returns. If any such Income Return (whether original or amended) prepared (or caused to be prepared) by Buyer relates to any Pre-Closing Tax ReturnPeriod, such Income Tax Return shall be filed as originally prepared and later amended Buyer will give to reflect the such Arbitrator’s determination, if necessary. The expenses Representative a copy of such Arbitrator shall be borne equally Return as soon as practicable after the preparation, but before the filing, thereof for the Representatives’ review and comment. Buyer will consider in good faith any changes to such Return that are reasonably requested by Parent and Sellersthe Representative.

Filing Responsibility. Sellers (a) The Parent and the Seller shall timely prepare and file or cause the Company to be timely prepare prepared and file at the expense of the Sellers filed (i) any Combined Tax Returns, and (ii) all other Tax Returns of or including the Company that are required to be filed by or with respect to the Company or any of its Subsidiaries that are due (with including extensions) on or before the Closing Date and to pay all Taxes shown as due on any such Tax ReturnDate. All such Tax Returns will shall be made and filed by the Sellers or the Company prepared in a manner consistent with the most recent prior practice past practice. Except as otherwise explicitly provided herein, for Tax Returns prepared pursuant to clause (ii) of the Company preceding sentence, completed drafts of such Tax Returns shall be submitted to the Buyer not later than 30 days prior to the due date for filing such Tax Returns for the Buyer’s review and with Applicable Law. Sellers Agent willapproval (which approval, at the expense of Sellersif sought before Closing, prepare will be pursuant to Section 5.1); provided, however, that for (i) Tax Returns that are due (without any automatic extension) on or before October 1, 2017 and file or cause to be prepared and filed all Tax Returns related to sales Taxes, the Seller shall provide to the Buyer copies of such Tax Returns as soon as is reasonably practicable for the Buyer’s review and approval (provided that the Seller shall in all cases be permitted to timely file such Tax Returns regardless of the Company timing of Buyer’s review and approval); and (ii) Tax Returns other than Tax Returns related to sales Taxes that are due after October 1, 2017 and before November 2, 2017, the Company’s Subsidiaries for all periods ending on or Seller shall use its reasonable best efforts to provide the Buyer with completed drafts of such Tax Returns no later than 10 Business Days prior to the Closing Date due date for filing such Tax Returns for the Buyer’s review and approval (but the Seller shall in all cases be permitted to timely file such Tax Returns if the Buyer has not approved such Tax Returns before the applicable due date). To the extent that are required to be filed after the Closing Date. Each party (or parties) responsible for preparing and filing any Income Tax Return pursuant to this Section 5.7(a), shall provide drafts of such Income Tax Return to the other parties a reasonable time prior to filing and consider Buyer objects in good faith to any reasonable comments of Tax Return and did not unreasonably withhold its approval, the other party (or parties) in respect of such Income Tax Return. The parties shall cooperate in good faith to resolve any dispute with respect to any such Income Tax Return and if the parties are unable to resolve any such dispute at least ten days before the due date (disputes or issues, including extensions) for any such Income Tax Return, the dispute shall be referred to an Arbitrator and any such determination by such Arbitrator shall be final. If any such dispute is not resolved by such Arbitrator prior means of filing amended or corrected returns to the due date (including extensions) for any such Income Tax Return, such Income Tax Return shall be filed as originally prepared and later amended to reflect the such Arbitrator’s determination, if extent reasonably necessary. The expenses of such Arbitrator shall be borne equally by Parent and Sellers.