Common use of Pre-Closing Returns Clause in Contracts

Pre-Closing Returns. The Sellers’ Representative shall, at the Sellers’ expense, (i) prepare or cause to be prepared and file or cause to be filed all Tax returns for the Company for periods ending prior to or including the Closing Date which have not yet been filed as of the Closing Date; (ii) pay or cause to be paid all Tax reported, or required to be reported, on such Tax returns for such pre-Closing Tax returns; (iii) include any income or gain recognized as a result of Section 13.8 in such pre-Closing Tax returns; and (iv) cause to be prepared all such Tax returns consistent with the past practice of the Company, except as otherwise required by applicable law, provided that, for the avoidance of doubt and to the extent permitted by applicable Law, all deductions related to or arising out the transactions contemplated by this Agreement shall be treated as arising on or before the Closing Date. At least 30 days prior to the date on which each such pre-Closing Tax return is filed (including any applicable extensions), the Sellers’ Representative shall submit such Tax return to Buyer for Buyer’s review and approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the above, all expense, including fines, late fees and additional Taxes, resulting from or arising out of amendments to the Company’s Tax returns filed by or on behalf of Sellers for periods prior to the Closing Date shall be the obligation of, and be paid by, the Sellers.

Pre-Closing Returns. The Sellers’ Representative shallSeller shall prepare, at the Sellers’ expense, (i) prepare or cause to be prepared and file or cause prepared, all income Tax Returns (including any application for a quick refund) that are required to be filed all Tax returns by, or with respect to, the Acquired Companies for the Company for taxable periods ending prior to or including the Closing Date which have not yet been filed as of the Closing Date; (ii) pay or cause to be paid all Tax reported, or required to be reported, on such Tax returns for such pre-Closing Tax returns; (iii) include any income or gain recognized as a result of Section 13.8 in such pre-Closing Tax returns; and (iv) cause to be prepared all such Tax returns consistent with the past practice of the Company, except as otherwise required by applicable law, provided that, for the avoidance of doubt and to the extent permitted by applicable Law, all deductions related to or arising out the transactions contemplated by this Agreement shall be treated as arising on or before the Closing DateDate which are not due on or before the Closing Date (the "PRE-CLOSING RETURNS"). At least 30 days prior All Pre-Closing Returns shall be prepared, and all elections with respect to such Pre-Closing Returns shall be made in a manner that complies with applicable Law and accurately reflects the Tax Liability of the Acquired Companies for the period for which such Tax Return is to be filed, and the Seller shall, or shall cause, a copy of each such Tax Return to be delivered to the Buyer no later than the date on which each that is forty-five (45) days before the date such pre-Closing Tax return Return is required to be filed (including any taking into account applicable extensions), . The Buyer shall timely file the Sellers’ Representative Pre-Closing Returns and pay the Tax shown as due thereon; provided that; the Seller shall submit pay the Buyer any income taxes due pursuant to any Pre-Closing Return no later than five (5) days before the due date (including extensions) for such Tax return to Buyer for Buyer’s review and approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the above, all expense, including fines, late fees and additional Taxes, resulting from or arising out of amendments to the Company’s Tax returns filed by or on behalf of Sellers for periods prior to the Pre-Closing Date shall be the obligation of, and be paid by, the SellersReturn.

Pre-Closing Returns. The Sellers’ Representative Stockholders shall, at the SellersStockholders’ expense, (i) prepare or cause to be prepared and file or cause to be filed all Tax returns Returns for the Company Companies for periods ending prior to or including the Closing Date which have not yet been filed as of the Closing Date, including the S short year (as described in Section 5.9(d); (ii) pay or cause to be paid all Tax reported, or required to be reported, on such Tax returns Returns for such the pre-Closing Tax returnsReturns; (iii) include any income or gain recognized as a result of Section 13.8 5.13 in such the Companies’ and the Stockholders’ pre-Closing Tax returnsReturns; and (iv) cause to be prepared all such Tax returns Returns consistent with the past practice of the CompanyCompanies, except as otherwise required by applicable lawLaw; provided, provided thathowever, that for the avoidance of doubt and to the extent permitted by applicable Law, all deductions related to or arising out of the transactions contemplated by this Agreement shall be treated as arising on or before the Closing Date. At least 30 thirty (30) days prior to the date on which each such pre-Closing Tax return Return is filed (including any applicable extensions), the Sellers’ Representative Stockholders shall submit such Tax return Return to Buyer the Purchaser for Buyerthe Purchaser’s review and approval, which approval shall not be unreasonably withheld or delayed. Notwithstanding the above, all expense, including fines, late fees and additional Taxes, resulting from or arising out of amendments to the Company’s Companies’ Tax returns Returns filed by or on behalf of Sellers the Stockholders for periods prior to the Closing Date shall be the obligation of, and be paid by, the SellersStockholders.