Common use of Filing Responsibility Clause in Contracts

Filing Responsibility. (a) The Stockholder shall prepare and file the following Tax Returns with respect to each of SI and SGI: (i) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable to the Stockholder that the filing of any Tax Return and the reporting on such Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 days prior to the filing of such Tax Return, and the Stockholder may provide comments thereon, which comments shall be delivered within 15 days of receiving such copies.

Filing Responsibility. (a) The Stockholder shall prepare From and file the following Tax Returns with respect to each of SI and SGI: (i) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer Parent shall, or shall where required cause the relevant officers of SI or SGIits Affiliates to, as the case may be, to sign such timely prepare and file all Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate Company and its subsidiaries attributable to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Pre-Closing Tax Returns with respect to SI and SGI. (c) With respect to Period. For any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return of the Company and report all items with respect to its subsidiaries, Parent shall, or shall cause its affiliates to, (i) prepare and file timely the period ending on or prior to the Closing Date Tax Return in accordance with the instructions most recent past practice of the Stockholder such entity (which shall be consistent with past practiceexcept as otherwise required by applicable Law), unless otherwise agreed by (ii) if such Tax Return is an income or other material Tax Return, deliver a draft of such Tax Return to the Stockholder Stockholders’ Representative, for the Stockholders’ Representative’s review, a reasonable period of time before the due date (after giving effect to any applicable extensions of time for filing) so that the Stockholders’ Representative has a meaningful opportunity to review and comment on such draft, and (iii) negotiate in good faith with the Buyer; provided, however, that if the Buyer is advised Stockholders’ Representative with respect to any comment provided in writing by counsel acceptable the Stockholders’ Representative to Parent with respect to such Tax Return. If the Stockholder that Stockholders’ Representative consents to such Tax Returns (which consent shall not be unreasonably withheld, conditioned or delayed), Parent shall, or shall cause its Affiliates to, execute and file such Tax Returns as prepared by Parent. In the filing event of any disagreement between Parent and the Stockholders’ Representative regarding any Tax Return and relating to any Pre-Closing Period that cannot be resolved by the reporting on tenth day prior to the due date for such Tax Return of any item Return, such disagreement shall be resolved by the Independent Accounting Firm mutatis mutandis in accordance with the instructions dispute resolution procedures set forth in Section 1.4(e), and any such determination by the Independent Accounting Firm shall be final. The fees and expenses of the Stockholder may subject Independent Accounting Firm shall be borne equally by Parent and the Buyer, SI, SGI or Stockholders’ Representative (on behalf of the Company Equityholders). If the Independent Accounting Firm does not resolve any Affiliate differences between Parent and the Stockholders’ Representative with respect to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 five days prior to the filing of due date therefor, such Tax Return, and the Stockholder may provide comments thereon, which comments Return shall be delivered within 15 days prepared and filed consistent with past practices of receiving the Company and its subsidiaries and in accordance with Parent’s instructions and such copiesTax Return shall be amended to reflect the Independent Accounting Firm’s resolution.

Filing Responsibility. The following provisions shall govern the allocation of responsibility and payment of Taxes as between Purchaser and the Shareholders for certain Tax matters following the Closing Date: (a) The Stockholder Between the date of this Agreement and the Closing Date, the Shareholders shall prepare and file the following file, or cause to be prepared and filed, on a timely basis, all Tax Returns that are required to be filed by or on behalf of each Company (taking account of extensions) prior to the Closing Date and shall pay or cause to be paid all Taxes due and payable with respect thereto. Shareholders shall provide a copy of any such Tax Returns to each Purchaser (in the case of SI and SGI:any Tax Returns filed on an affiliated, consolidated, combined or similar basis with any Shareholder, Shareholders shall provide a pro forma Tax Return) within fifteen (15) Business Days after the filing of such Tax Returns. (ib) All income Tax Returns for any taxable period actually ending on Purchaser shall prepare or before the Closing Date; (ii) All other cause to be prepared and file or cause to be filed all Tax Returns required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns by or on behalf of each Company for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are filed after the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect to the period periods ending on or prior to the Closing Date in accordance (a “Pre-Closing Period”) which are required to be filed after the Closing Date (taking account of extensions) (other than income Tax Returns filed on an affiliated, consolidated, combined or similar basis with the instructions any Shareholder, which such Shareholder shall prepare and provide a pro forma Tax Return to Purchaser for review). Purchaser shall submit a draft of the Stockholder (which shall be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable any such Tax Returns to the Stockholder that Shareholders (or in the filing case of any Tax Return and the reporting Returns filed on such an affiliated, consolidated, combined or similar basis with any Shareholder, Shareholders shall provide a pro forma Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filingPurchaser) for its review and comment at least 30 forty-five (45) calendar days prior to the filing due date of such Tax ReturnReturns, and each Party shall make any reasonable changes proposed by the Stockholder may provide comments thereonother Party. The Shareholders shall reimburse Purchaser for Taxes of each Company with respect to all such Pre-Closing Periods within fifteen (15) days before payment by Purchaser or any Company of such Taxes to the extent such Taxes were not reflected as a liability on the Balance Sheets. (c) Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns required to be filed by or on behalf of each Company (or for which each Company is required to file) for all Straddle Periods. Purchaser shall submit a draft of any such Tax Returns to Shareholders for review and comment prior to the due date of such Tax Returns, and Purchaser shall make any reasonable changes proposed by Shareholders. Shareholders shall pay to Purchaser within fifteen (15) days before the date on which comments Taxes are paid with respect to such Straddle Periods an amount equal to the portion of such Taxes which relates to the portion of such Straddle Period ending on the Closing Date to the extent such Taxes were not reflected as a Liability on the Balance Sheets. For purposes of this Section 14.1, in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such taxable period ending on the Closing Date shall (i) in the case of Taxes (other than Taxes based upon or related to income or receipts), be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period; and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date. Any Tax credits relating to a Tax period that begins before and ends after the Closing Date shall be delivered within 15 days taken into account as though the relevant Tax period ended on the Closing Date. For the avoidance of receiving doubt, any Taxes that are imposed on a non-periodic basis (e.g. sales taxes) and are payable for a Straddle Period, shall be attributable to the portion of such copiesStraddle Period in which the transaction giving rise to such Taxes occurs.

Filing Responsibility. (a) The Stockholder Seller shall prepare and file or shall cause the following Tax Company and each of the Subsidiaries to prepare and file all Returns with respect to the Company and each of SI and SGI: (i) All income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns Subsidiaries required to be filed (taking into account extensionsany extension of time within which to file) prior to on or before the Closing Date. If With respect to any Tax Returns Return for which the Stockholder shall have filing responsibility under this Section 6A.3(a) are taxable periods beginning before and ending after March 31, 2001 that is required to be filed after on or before the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI or SGI shall, subject to the provisions of Section 6A.3(c), file all other Tax Returns with respect to SI and SGI. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer Seller shall consult with the Stockholder Parent concerning each such Tax Return and report all items with respect Return. Seller shall provide to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable to the Stockholder that the filing of any Tax Return and the reporting on such Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI or any Affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the Stockholder's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, to provide the Stockholder with Parent a copy of each its proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) review and comment upon at least 30 days prior to the filing of such Tax Return, and the Stockholder Parent may provide comments thereonto Seller, which comments shall be delivered to Seller within 15 10 days of receiving such copiescopies from Seller. Seller shall consider in good faith any such revisions to such Tax Returns as are reasonably requested by Parent. (b) Parent, the Company and the Subsidiaries shall file all other Returns with respect to the Company and the Subsidiaries. With respect to any Return for taxable periods beginning before and ending after March 31, 2001 that is required to be filed after the Closing Date, Parent shall cause the Company and each of the Subsidiaries to consult with Seller concerning such Return. The Company and each of the Subsidiaries shall provide Seller a copy of its proposed Return to review and comment upon at least 30 days prior to the filing of such Return, and Seller may provide comments to the Company and each of the Subsidiaries, which comments shall be delivered to the Company and each of the Subsidiaries within 10 days of receiving such copies from the Company and each of the Subsidiaries. The Company and the Subsidiaries shall consider in good faith any such revisions to such Tax Returns as are reasonably requested by Seller. (c) In the case of any Return for taxable periods beginning before and ending after March 31, 2001 which is filed after the Closing Date, Seller shall pay to Parent, at least five days prior to the date on which the Company or any of the Subsidiaries is required to make a payment to the relevant Taxing Authority, any amounts for which Seller is liable pursuant to Section 7.6, to the extent such Taxes are not reflected in the reserve for Tax liabilities (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the Company Balance Sheet.

Filing Responsibility. (a) The Stockholder shall prepare and file or shall cause the Company to prepare and file the following Tax Returns with respect to each of SI and SGIthe Company: (i) All income Income Tax Returns for any taxable period actually ending on or before the Closing Date; (ii) All other Tax Returns required to be filed (taking into account extensions) prior to the Closing Date. If any Tax Returns for which the Stockholder shall have filing responsibility under this Section 6A.3(a10.3(a) are filed after the Closing Date, the Buyer shall where required cause the relevant officers of SI or SGI, as the case may be, Company to sign such Tax Returns unless it is advised in writing by counsel acceptable to the Stockholder that the execution of the Tax Returns would subject the officers, the Buyer, SI, SGI the Company or any affiliate to any penalty, fine or other sanctions. (b) The Buyer, SI Buyer or SGI the Company shall, subject to the provisions of Section 6A.3(c10.3(c), file all other Tax Returns with respect to SI and SGIthe Company. (c) With respect to any Tax Return for a taxable period beginning before the Closing Date and ending after the Closing Date, the Buyer shall consult with the Stockholder concerning each such Tax Return and report all items with respect to the period ending on or prior to the Closing Date in accordance with the instructions of the Stockholder (which shall be consistent with past practice), unless otherwise agreed by the Stockholder and the Buyer; provided, however, that if the Buyer is advised in writing by counsel acceptable to the Stockholder that the filing of any Tax Return and the reporting on such Tax Return of any item in accordance with the instructions of the Stockholder may subject the Buyer, SI, SGI the Company or any Affiliate affiliate to any penalties or fines, the Buyer may file such Tax Return without regard to the StockholderCompany's instructions relating to such item. The Buyer shall cause SI or SGI, as the case may be, Company to provide the Stockholder with a copy of each proposed Tax Return (other than withholding, payroll or employment Tax Returns, copies of which will be furnished to the Stockholder after filing) at least 30 days prior to the filing of such Tax Return, and the Stockholder may provide comments thereon, which comments shall be delivered within 15 days of receiving such copies.