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

Preparation of Tax Returns; Payment of Taxes. (i) IDX shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. consolidated federal income Tax Returns of IDX required to be filed after the date hereof for all taxable periods ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX shall pay any and all Taxes due with respect to such Tax Returns. All Tax Returns described in this Section 11.3(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 days prior to the filing date, and Allscripts shall be provided an opportunity to review such Tax Returns and supporting workpapers and Schedules prior to the filing of such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f) which shall be binding on the parties.

Preparation of Tax Returns; Payment of Taxes. (i) IDX The Seller shall (A) include ChannelHealth cause the Company and (where applicable) any of its the Subsidiaries to be included in (1) the U.S. Seller's consolidated federal income Tax Returns of IDX required for all periods for which they are eligible to be filed after so included, including without limitation the date hereof period from January 1, 1999, to the Closing Date, and in any other required state, local and foreign consolidated, affiliated, combined, unitary or other similar group Tax Returns that include the Seller or any affiliate of the Seller for all taxable periods ending on or before prior to the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that for which any of them are required to be filed by IDX for so included. The Seller shall (A) timely prepare and file all such Tax Returns and timely pay any taxable period ending on or before the Closing Date and all Taxes due with respect to such Tax Returns and (B) timely prepare and file, or cause 64 ChannelHealth to file be prepared and file, all other Tax Returns required to be filed by ChannelHealth the Company or any Subsidiary for all taxable periods ending on or prior to the Closing Date. IDX Date and shall timely pay any and all Taxes due with respect to such Tax Returns. All Prior to the filing of any Tax Return described in the preceding sentence that was not filed before the Closing Date, the Seller shall provide the Purchaser with a substantially final draft of such Tax Return (or, with respect to Tax Returns described in this Section 11.3(b)(iclause (A) above, the portion of such draft Tax Return that relates to the Company or any Subsidiary) at least twenty days prior to the due date for filing such Tax Return, and the Purchaser shall have the right to review such Tax Return prior to the filing of such Tax Return; provided, that the foregoing does not apply to the 1998 federal income Tax Return or the 1998 California franchise Tax Return. The Purchaser shall notify the Seller of any reasonable objections the Purchaser may have to any items set forth in such draft Tax Returns, and the Purchaser and the Seller agree to consult and resolve in good faith any such objection and to mutually consent to the filing of such Tax Return. Such Tax Returns shall be prepared or completed in a manner consistent with prior practice unless a past practice has been finally determined of the Seller, the Company and any Subsidiary with respect to be incorrect Tax Returns concerning the income, properties or operations of the Company and any Subsidiary (including elections and accounting methods and conventions), except as otherwise required by law or regulation or otherwise agreed to by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 days Purchaser prior to the filing date, and Allscripts shall be provided an opportunity thereof. In the event the parties are unable to review such Tax Returns and supporting workpapers and Schedules prior to resolve any dispute within ten days following the filing delivery of such Tax Returns. The failure of Allscripts to propose any changes to any Return, the parties shall resolve such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved dispute pursuant to Section 11.3(f) which shall be binding on the parties8.5(f).

Preparation of Tax Returns; Payment of Taxes. 10.1.1 The parties hereto understand that the Company: (1) is a “S Corporation”, within the meaning of Section 1361 of the Code, and (2) will retain that status until the Closing Date (if a Section 338(h)(10) Election is made) or until the day prior to the Closing Date (if no Section 338(h)(10) Election is made). Each of the Sellers shall include on his, her or its income Tax Return, such Seller’s Pro Rata share of the taxable income of the Company. The Sellers will cause the Company to file: (i) IDX shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. consolidated United States federal income Tax Returns of IDX required to be filed after the date hereof Company for all the taxable periods of the Company ending on or before the Closing Date date or on the day prior to the Closing Date, as the case may be, and (2ii) where applicable, all combined consolidated or unitary other Tax Returns that are required to be filed by IDX of the Company for the taxable periods of the Company ending (or the portion of any taxable period ending ending) on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date or on the day prior to the Closing Date, as the case may be. IDX Except for any Built-in-Gains Tax, which shall be paid by the Purchaser, the Sellers shall cause the Company to pay any and all Taxes due with respect to the returns referred to in Section 10.1.1(i) and (ii). The Sellers also shall cause the Company to file all other Tax Returns of the Company required to be filed (taking into account any extensions) prior to or on the Closing Date and shall cause the Company to pay any and all Taxes (other than any Built-in-Gains Tax) due with respect to such Tax Returns. All Tax Returns described in this Section 11.3(b)(i) 10.1.1 shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws laws (or the judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 days prior to the filing dateThe Sellers shall, and Allscripts shall be provided an opportunity to review such Tax Returns and supporting workpapers and Schedules prior to the filing of any Tax Returns required to be filed after the Closing Date, permit the Purchaser to review and comment upon all such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX Sellers and Allscripts the Purchaser shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f) 10.5 which shall be binding on the parties.

Preparation of Tax Returns; Payment of Taxes. (a) PennCorp shall include Kivex, or cause Kivex to be included in, and shall file or cause to be filed, (i) IDX shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX PennCorp for all taxable periods of Kivex prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; (ii) where applicable, all other consolidated, combined or unitary Tax Returns of PennCorp for the taxable periods of Kivex prior to the Closing Date and for any portion of a taxable period ending on the Closing Date; and (iii) shall pay all Taxes due with respect to the returns referred to in clause (i) or (ii) of this Section 10.1(a). PennCorp also shall file, or shall cause Kivex to file, all other Tax Returns of or which include Kivex and are required to be filed after the date hereof (taking into account any extensions) for all taxable periods ending on or before prior to the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any portion of the taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX shall pay any and all Taxes due with respect to all such taxable periods (whether or not shown to be due on any Tax Return). For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax Returnswhich relates to the portion of such Taxable period ending on the Closing Date shall (x) in the case of any 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 (y) 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. All Tax Returns described in this Section 11.3(b)(i10.1(a) shall be prepared in a manner consistent with prior past practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws laws (or the judicial or administrative interpretations thereof). IDX Following the Closing Date, Buyer shall cause ChannelHealth be responsible for preparing, or causing to provide Allscripts with copies of such completed be prepared, all other Tax Returns at least 10 days prior to the filing date, and Allscripts shall be provided an opportunity to review such Tax Returns and supporting workpapers and Schedules prior to the filing of such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 days shall be deemed required to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to filed by Kivex after the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f) which shall be binding on the partiesClosing Date.

Preparation of Tax Returns; Payment of Taxes. (ia) IDX shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. consolidated federal Seller Representative shall, at Seller Representative’s expense, prepare, or cause to be prepared, all income Tax Returns of IDX required with respect to be filed after the date hereof Company for all taxable periods the Tax period ending December 31, 2017 and the Tax period ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary “Pre-Closing Income Tax Returns”). Such Pre-Closing Income Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX shall pay any and all Taxes due with respect to such Tax Returns. All Tax Returns described in this Section 11.3(b)(i) shall be prepared in a manner that is consistent with the prior practice unless a past practice has been finally determined to be incorrect by of the applicable taxing authority or a contrary treatment is Company, except as required by applicable tax Laws Law. At least twenty (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 20) days prior to the filing date, and Allscripts shall be provided an opportunity to review such Pre-Closing Income Tax Returns (taking into account any extension), the Seller Representative shall submit a copy of such Pre-Closing Income Tax Returns to the Purchaser for the Purchaser’s review, comment and supporting workpapers and Schedules approval. Seller Representative shall revise, or cause to be revised, such Pre-Closing Income Tax Returns to reflect the Purchaser’s comments to such Pre-Closing Income Tax Returns, if any, prior to filing each such Pre-Closing Income Tax Return with the filing applicable Governmental Entity; however, if Purchaser's revisions to such Pre-Closing Income Tax Returns increase the tax liability of Sellers by more than $25,000, Sellers may submit such revisions to the Accounting Firm for its determination of whether such revisions are required by applicable Law to be made to such Pre-Closing Income Tax Returns. The failure determination of Allscripts to propose any changes to any such Tax Return within such 10 days the Accounting Firm shall be deemed rendered within 30 days, and the Purchaser and Sellers' Representative agree to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding file such Pre-Closing Income Tax Returns prior consistently with such determination. The Company shall timely pay to the appropriate Governmental Entity the full amount of any Taxes due and payable by the Company with respect to such Pre-Closing Income Tax Returns. Each Seller shall pay to the Purchaser no later than five (5) business days before the due date for filing thereof. Any disagreements regarding of such Pre-Closing Income Tax Returns which are not resolved prior Return (taking into account any extension) such Seller’s allocable share (in accordance with such Seller’s Percentage Interest) of the amount equal to the filing thereof shall be promptly resolved pursuant Taxes payable by the Company with respect to Section 11.3(f) which shall be binding on the partiessuch Pre-Closing Income Tax Return.

Preparation of Tax Returns; Payment of Taxes. (i) IDX The Stockholders Representative shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) cause the U.S. consolidated federal income Tax Returns of IDX required to be filed after the date hereof for all taxable periods ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth Company to file all the federal, state, local and foreign Tax Returns required to be filed by ChannelHealth the Company on or prior to the Closing Date after giving effect to any extensions, and shall pay any and all Taxes due on or before the Closing Date (including with respect to Tax Returns filed on or prior to the Closing Date. IDX shall pay any and all ), except (x) to the extent that such Taxes due are with respect to the 2014 or any previous taxable year, and either (I) a liability for such Tax ReturnsTaxes is specifically accrued on the audited balance sheet of the Company included in the Financial Statements or the amount of such liability for such Taxes is otherwise disclosed in the notes to such Financial Statements or (II) the Company has disclosed to Parent in reasonable detail the amount of such liability for such Taxes and the reasons therefor in Section 11.6 of the Company Disclosure Letter, or (y) to the extent that such Taxes are with respect to the taxable year beginning on January 1, 2015, and such Taxes arise directly as a result of the conduct of the business of the Company in the Ordinary Course of Business. All Tax Returns described in this Section 11.3(b)(i11.6(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws laws (or judicial or administrative interpretations thereof). IDX The Stockholders Representative shall cause ChannelHealth the Company to provide Allscripts Parent with copies of such completed Tax Returns at least 10 30 days prior to the filing date, and Allscripts Parent shall be provided an opportunity to review and approve such Tax Returns and supporting workpapers work papers and Schedules schedules prior to the filing of such Tax Returns; provided, however, that the Stockholders shall not be required to indemnify the Parent Indemnitees for any increase in the Tax liability of the Company for a taxable period in respect of which a Tax Return described in this Section 11.6(b)(i) is filed to the extent that such increase in Tax liability is directly attributable to a position taken on a Tax Return for such taxable period that (i) is inconsistent with prior practice, (ii) is taken only at the direction of Parent and (iii) for which there is not "substantial authority" (within the meaning of Section 6662 of the Code). The failure of Allscripts the Parent to propose any changes to any such Tax Return within such 10 30 days shall be deemed to be an indication of its approval thereof. IDX The Stockholders Representative and Allscripts Parent shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f11.6(f) which shall be binding on the parties.

Preparation of Tax Returns; Payment of Taxes. (a) Seller shall include the Snapple Companies or cause the Snapple Companies to be included in, and shall timely file or cause to be timely filed, (i) IDX shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX required to be filed after Seller or its Affiliates for the date hereof for all taxable periods of the Snapple Companies ending on or before prior to the Closing Date and (2ii) where applicable, all other consolidated, combined consolidated or unitary Tax Returns that are required to be filed by IDX of Seller or its Affiliates for any the taxable period periods of Snapple ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX , and shall pay any and all Taxes due with respect to such Tax Returnsthe returns referred to in clause (i) or (ii) of this Section 8.3(a). All The Tax Returns described referred to in this Section 11.3(b)(i8.3(a) shall be prepared in a manner consistent with the prior practice of the Snapple Companies unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is otherwise required by a change in applicable tax Laws (Tax laws, rules or judicial or administrative interpretations thereof)regulations. IDX Seller shall cause ChannelHealth to provide Allscripts Acquiror with copies of such completed Tax Returns at least 10 days prior Returns, but only to the filing dateextent of the discrete Snapple federal income Tax Return which is made part of and includable in the United States consolidated federal income Tax Return of Seller and the discrete Snapple state income tax returns which are made part of and includable in any consolidated, and Allscripts combined or unitary state Tax Return. Seller shall be provided an opportunity to review provide such Tax Returns and supporting workpapers and Schedules prior (or the portion thereof) to the filing of such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 Acquiror at least 30 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such return, and Acquiror shall have the right to review and comment on such Tax Returns which are not resolved prior for 15 days following receipt thereof. Nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Acquiror Indemnified Parties, Seller or Snapple to the filing thereof shall be promptly resolved receive indemnification pursuant to Section 11.3(f) which shall be binding on the partiesany provision in this Agreement.

Preparation of Tax Returns; Payment of Taxes. (a) (i) IDX shall Where required by Applicable Law, Seller shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have each request honored, that the Transfer Group Companies be included in, and shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers file or cause to be filed, (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX required Enron for all taxable periods of the Transfer Group Companies ending on or prior to be filed after the date hereof Closing Date; and (B) where applicable, all other consolidated, combined or unitary Tax Returns of, or which include, one or more of the Transfer Group Companies for all taxable periods ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX shall pay any Seller shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers remit (or cause to be remitted) all Taxes shown due with respect to such Tax Returns. All the Tax Returns described referred to in clauses (A) and (B) of this Section 11.3(b)(i9.2(a)(i). Within 100 days after the Closing Date (or sooner if necessary to enable Seller to cause the timely filing of a Tax Return), Purchaser shall cause each of the Transfer Group Companies to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the “Tax Package”) shall required by Seller to enable Seller to cause to be prepared in a manner consistent with prior practice unless a past practice has and filed all Tax Returns (which have not been finally determined filed on or before the Closing Date) required to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 days prior to the filing date, prepared and Allscripts shall be provided an opportunity to review such Tax Returns and supporting workpapers and Schedules prior to the filing of such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved filed pursuant to this Section 11.3(f) which shall be binding on the parties9.2(a)(i).

Preparation of Tax Returns; Payment of Taxes. (i) IDX The Seller shall include the Company, or cause the Company to be included in, and shall file or cause to be filed, (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX required to be filed after the date hereof Seller or its affiliates for all taxable periods of the Company ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required prior to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file where applicable, all other consolidated, combined or unitary Tax Returns required to be filed by ChannelHealth of Seller or its affiliates for all taxable periods of the Company ending (or the portion of any taxable period ending) on or prior to the Closing Date, and shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B) of this Section 10.4(b)(i). IDX Such Tax Returns referred to in clause (A) and (B) above are referred to as the "Seller Consolidated Returns"). Subject to Section 10.4(c) hereof, which shall govern with respect to sales and use Tax Returns and other filings in the Indemnified Jurisdictions, Seller also shall file or shall cause the Company to file (C) all other Tax Returns with respect to Fully Indemnified Taxes of or which include the Company required to be filed (taking into account any extensions) on or prior to the Closing Date, (D) all Tax Returns with respect to Fully Indemnified Taxes for the period ended December 31, 1999, whether or not on extension, and (E) all short taxable period Tax Returns for taxable periods ending on the Closing Date to the extent they relate to Fully Indemnified Taxes, and shall pay any and all Taxes due with respect to such Tax Returns. All Tax Returns described in this Section 11.3(b)(i10.4(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws laws (or the judicial or administrative interpretations thereof). IDX Seller shall cause ChannelHealth to provide Allscripts the Purchaser with copies of such completed Tax Returns (other than Seller Consolidated Returns) at least 10 30 days prior to the filing date, and Allscripts Purchaser shall be provided an opportunity to review such Tax Returns returns and supporting workpapers and Schedules schedules prior to the filing of such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX Seller and Allscripts Purchaser shall attempt to resolve in good faith mutually to resolve any disagreements disagreement regarding such Tax Returns prior to the due date for filing thereofthereof (including extensions). Purchaser shall cause to be executed such Tax Returns and shall return them to Seller so that Seller receives such executed Tax Returns at least 5 days prior to such Tax Returns filing deadline (including extensions); provided, however, that Purchaser and the Company shall not be required to execute any such Tax Return if Purchaser reasonably and in good faith determines that 41 50 such Tax Return is materially incorrect. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f10.4(g) which shall be binding on the parties. If a Tax Return, which is prepared and provided to Purchaser for review in accordance with the provisions of this Section 10.4(b)(i), is not timely filed because a dispute arises with respect to the Tax Return and the Company does not execute the Tax Return in a timely manner, the Company will be responsible for (and Seller will not be required to indemnify any Purchaser Party for) any interest, penalties or late fees imposed with respect to such Tax Return as a result of Company's failure to execute such Tax Return if, the Seller's position with respect to such Tax Return is determined to be correct in proceedings initiated under Section 10.4(g). Seller shall subsequent to the Closing Date, provide written notice to Purchaser of the filing of any amended Seller Consolidated Returns (or provision thereof) or claim for refund with respect to such Returns with respect to any taxable period ending on or prior to the Closing Date if such filing includes material changes to the Company's Tax liabilities and, if such filing would have a material adverse effect on Purchaser, the Company, or their affiliates for any taxable period including or ending after the Closing Date, Seller will not make such filing without the consent of Purchaser, which consent will not be unreasonably withheld.

Preparation of Tax Returns; Payment of Taxes. (a) The Seller shall prepare and file all income Tax Returns relating to (x) the Seller and (y) the Company or the Company Subsidiaries for taxable periods ending on or before the Closing Date that are due after the Closing Date; provided that such Tax Returns for the Company shall be prepared in a manner consistent with the past practices of the Company, unless a different treatment of any item is required by Law. The Seller shall pay (i) IDX shall all Taxes imposed on or payable by the Seller, (Aii) include ChannelHealth all Taxes imposed on or payable by the Company or the Company Subsidiaries with respect to such Tax Returns, (iii) with respect to Straddle Periods, all Taxes imposed on or payable by the Company or the Company Subsidiaries which are allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date, (iv) all Taxes imposed on or payable by the Company or the Company Subsidiaries for taxable periods ending on the Closing Date, (v) all Taxes imposed on or payable by the Company or the Company Subsidiaries for any taxable period commencing on or after January 1, 2020 and ending before the Closing Date and (where applicablevi) any Taxes deferred under the Coronavirus Aid, Relief, and Economic Security Act (Pub. L. 116-136), any administrative or other guidance published with respect thereto or any other Law or executive order of its Subsidiaries the President of the United States intended to address consequences of the COVID-19 pandemic, except, with respect to clauses (ii), (iii) and (iv), Taxes resulting from any act, transaction or omission of Purchaser or the Company occurring after the Closing on the Closing Date that is not in the ordinary course of business. The amount of Taxes payable by the Seller under this Section 7.04(a) shall be reduced to the extent taken into account in the calculation of the Purchase Price or adjustment of the Purchase Price under Section 2.07. (1b) the U.S. consolidated federal income Purchaser shall prepare and file (or cause to be prepared and filed) all other Tax Returns that relate to the Company or the Company Subsidiaries; it being understood that all Taxes shown as due and payable on such Tax Returns shall be the responsibility of IDX required to be filed after Purchaser, except for Taxes imposed on the date hereof Company or the Company Subsidiaries for all (i) taxable periods ending on or before the Closing Date and (2ii) where applicable, all combined consolidated or unitary any Straddle Period which are allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date. Such Tax Returns that are shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment of any item is required by Law. With respect to any Tax Return required to be filed by IDX after the Closing Date with respect to the Company or the Company Subsidiaries for any taxable Straddle Period and as to which Taxes are allocable pursuant to Section 7.01 to the portion of such period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX , Purchaser shall pay any provide the Seller and all Taxes due its authorized representative(s) with respect to such Tax Returns. All Tax Returns described in this Section 11.3(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies copy of such completed Tax Returns Return and a statement (with which Purchaser will make available supporting schedules and information) certifying the amount of Tax shown on such Tax Return that is allocable pursuant to Section 7.01 to the portion of such period ending on the Closing Date, at least 10 thirty (30) calendar days prior to the due date (including any extension thereof) for filing dateof such Tax Return, and Allscripts the Seller and its authorized representative(s) shall be provided an opportunity have the right to review and comment on such Tax Returns Return and supporting workpapers and Schedules statement prior to the filing of such Tax ReturnsReturn. The failure of Allscripts Seller and Purchaser agree to propose any changes consult and to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding issues arising as a result of the review of such Tax Returns prior Return and statement by the Seller or its authorized representative(s). The amount of Taxes payable by the Seller under this Section 7.04(b) shall be reduced to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to extent taken into account in the filing thereof shall be promptly resolved pursuant to calculation of the Purchase Price or adjustment of the Purchase Price under Section 11.3(f) which shall be binding on the parties2.07.

Preparation of Tax Returns; Payment of Taxes. (i) IDX Each Seller shall timely file all of its income and other Tax Returns which include, or otherwise relate to, the sale of the Acquired Assets and the Designated Entities. Bridge shall include each United States Designated Entity in, and shall file or cause to be filed, (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX required to be filed after the date hereof Bridge or its affiliates for all taxable periods of the Designated Entities ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required prior to be filed by IDX for any taxable period ending on or before the Closing Date and (B) where applicable, all other consolidated, combined or unitary Tax Returns of Bridge or its affiliates for all taxable periods of the Designated Entities ending (or the portion of any taxable period ending) on or prior to the Closing Date. Such Tax Returns referred to in clause (A) and (B) above are referred to as the “Seller Consolidated Returns”). Sellers also shall file or shall cause 64 ChannelHealth to file be filed all other Tax Returns of or which include any Designated Entity required to be filed on or prior to the Closing Date. Sellers shall timely pay or cause to be paid any and all Taxes due with respect to all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX shall pay any and all Taxes due with respect to such Tax ReturnsSellers under this Section 7.22(a)(i). All Tax Returns described in this Section 11.3(b)(i7.22(a) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws laws (or the judicial or administrative interpretations thereof). IDX Bridge shall cause ChannelHealth to provide Allscripts the Purchaser with copies of such completed Tax Returns (or, in the case of Seller Consolidated Returns, the portion of such Tax Returns relating to the Designated Entities) at least 10 business days prior to the filing date, and Allscripts Purchaser shall be provided an opportunity to review such Tax Returns returns and supporting workpapers and Schedules schedules prior to the filing of such Tax Returns. The failure Bridge shall, subsequent to the Closing Date, provide written notice to Purchaser of Allscripts the filing of any amended Seller Consolidated Returns or claim for refund with respect to propose any changes such Returns with respect to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns taxable period ending on or prior to the due date Closing Date and, if such filing would have a material adverse effect on Purchaser, any Designated Entity, or their affiliates for any taxable period including or ending after the Closing Date, Bridge will not make such filing thereof. Any disagreements regarding such Tax Returns without the consent of Purchaser, which are consent will not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f) which shall be binding on the partiesunreasonably withheld.

Preparation of Tax Returns; Payment of Taxes. (i) IDX After giving effect to any valid extensions of the due date, the Indemnification Representative shall prepare and file (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. consolidated federal income Tax Returns of IDX required or cause to be filed after prepared and filed) in a timely manner the date hereof for all taxable periods ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Income Tax Returns required to be filed by ChannelHealth the Company for any Pre-Closing Tax Periods, and will timely pay (or cause to be paid), all Taxes shown as due and owing on all such Tax Returns. All such Tax Returns shall be signed by KPMG or another major accounting firm, and the Company Stockholders will pay the expenses of such accounting firm except for amounts accrued as liabilities on the Closing Balance Sheet and taken into account as such in the calculation of Closing Working Capital. The Buyer shall cooperate with the preparation of such Tax returns and provide all information reasonably required and shall be permitted at least 30 days to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Indemnification Representative shall cooperate with such review and shall make such revisions to such Tax Returns as are reasonably requested by the Closing DateBuyer. IDX Any disputes over such Tax Returns shall pay be promptly submitted to and resolved by an independent accounting firm selected jointly by the Buyer and the Indemnification Representative. The Buyer will reimburse the Company Stockholders for any and all Taxes due with respect to such Tax ReturnsReturns to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheet in the Company’s Financial Statements (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in calculating Closing Working Capital. All The Buyer will prepare and file (or cause to be prepared and filed) in a timely manner all other Tax Returns of the Company for any Pre-Closing Tax Periods that are filed after the Closing Date (after giving effect to any valid extensions of the due date). Buyer shall permit the Indemnification Representative to review and comment on each such Tax Return described in this Section 11.3(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 days preceding sentence prior to the filing date, and Allscripts shall be provided an opportunity make such revisions to review such Tax Returns and supporting workpapers and Schedules prior to as are reasonably requested by the filing of such Tax ReturnsIndemnification Representative. The failure of Allscripts to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding Any disputes over such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly submitted to and resolved pursuant by an independent accounting firm selected jointly by the Buyer and the Indemnification Representative. The Company Stockholders shall pay to Section 11.3(fthe Buyer within fifteen (15) days after the date on which shall be binding Taxes are paid with respect to such periods an amount equal to such Taxes of the Company for such periods, except to the extent that such Taxes are reflected in the reserve for Tax liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the partiesface of the balance sheet in the Company’s Financial Statements (rather than in any notes thereto), whether as accrued Taxes or other accrued expenses, and taken into account as liabilities in calculating Closing Working Capital.

Preparation of Tax Returns; Payment of Taxes. (i) IDX Each Seller shall timely file all of its income and other Tax Returns which include, or otherwise relate to, the sale of the Bridge Trading Assets and the Designated Entities. Bridge shall include each United States Designated Entity in, and shall file or cause to be filed, (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX required to be filed after the date hereof Bridge or its affiliates for all taxable periods of the Bridge Trading Designated Entities ending on or before prior to the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Bridge Trading Option Closing Date and (B) where applicable, all other consolidated, combined or unitary Tax Returns of Bridge or its affiliates for all taxable periods of the Designated Entities ending (or the portion of any taxable period ending) on or prior to the Bridge Trading Option Closing Date. Such Tax Returns referred to in clauses (A) and (B) above are referred to as the “Bridge Trading Consolidated Returns”). Sellers also shall file or shall cause 64 ChannelHealth to file be filed all other Tax Returns of or which include any Designated Entity required to be filed on or prior to the Bridge Trading Option Closing Date. Sellers shall timely pay or cause to be paid any and all Taxes due with respect to all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX shall pay any and all Taxes due with respect to such Tax ReturnsSellers under this Section 11.24(a)(i). All Tax Returns described in this Section 11.3(b)(i11.24(a) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws laws (or the judicial or administrative interpretations thereof). IDX Bridge shall cause ChannelHealth to provide Allscripts the Purchaser with copies of such completed Tax Returns (or, in the case of Bridge Trading Consolidated Returns, the portion of such Tax Returns relating to the Designated Entities) at least 10 business days prior to the filing date, and Allscripts Purchaser shall be provided an opportunity to review such Tax Returns returns and supporting workpapers and Schedules schedules prior to the filing of such Tax Returns. The failure Bridge shall, subsequent to the Bridge Trading Option Closing Date, provide written notice to Purchaser of Allscripts the filing of any amended Bridge Trading Consolidated Returns or claim for refund with respect to propose any changes such Returns with respect to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns taxable period ending on or prior to the due date Bridge Trading Option Closing Date and, if such filing would have a material adverse effect on Purchaser, any Designated Entity, or their affiliates for any taxable period including or ending after the Bridge Trading Option Closing Date, Bridge will not make such filing thereof. Any disagreements regarding such Tax Returns without the consent of Purchaser, which are consent will not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f) which shall be binding on the partiesunreasonably withheld.

Preparation of Tax Returns; Payment of Taxes. (i) IDX For the avoidance of doubt, following the Closing the Company shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. consolidated federal income Tax Returns of IDX required file, or cause to be filed after the date hereof for all taxable periods ending on or before the Closing Date and (2) where applicablefiled, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth or on or prior to behalf of the Closing Date. IDX Company and/or any of its Subsidiaries, and shall pay or cause to be paid any and all Taxes due with respect to such returns, except for income taxes payable under applicable Tax Returns. All Tax Returns described in this Section 11.3(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect law by the applicable taxing authority or members of the Company (that had such status prior to the Closing Date) in their capacities as members of the Company. In the case of any such Tax Return that could have an impact on any of the Unitholders, the Company shall provide the Unitholder Representative with a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies copy of such completed Tax Returns Return at least 10 twenty (20) days prior to the filing date, and Allscripts the Unitholder Representative shall be provided an opportunity to review such Tax Returns Return and supporting workpapers work papers and Schedules schedules prior to the filing of such Tax ReturnsReturn. The failure of Allscripts to propose any changes to any No such Tax Return within such 10 days shall be deemed filed without the consent of the Unitholder Representative, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything in this Agreement to the contrary, including the previous sentence, it is understood that the Company shall (i) determine whether the Company and any of its Subsidiaries will make an election under Section 754 of the Code for any period, (ii) make any determinations as to the fair market value of assets of the Company and any of its Subsidiaries as of the Closing Date for purposes of the Tax Returns of the Company and any of its Subsidiaries, including those related to any election under Section 754 of the Code and any allocations of taxable income in accordance with Section 704(c) of the Code and the principles thereunder, which determinations shall require the consent of the Unitholder Representative, not to be an indication unreasonably withheld; provided, however, that the failure of the Unitholders Representative to consent to remedial or curative allocations shall always be considered reasonable, (iii) take any actions so that the Company and each of its approval thereof. IDX Subsidiaries allocate Taxes between the Pre-Closing Period and Allscripts the Post-Closing Period by closing the books as of the Closing Date, without using any pro-ration of income and losses or any similar method and (iv) make any determination as to whether the Merger, together with other transactions contemplated by this Agreement, constitutes a merger or consolidation within the meaning of Treasury Regulation Section 1.708-1(c), and if so the form to be adopted for such merger or consolidation for U.S. federal income tax purposes, which determination shall attempt in good faith mutually require the consent of the Unitholder Representative, not to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f) which shall be binding on the partiesunreasonably withheld.

Preparation of Tax Returns; Payment of Taxes. (a) (i) IDX shall Where required by Applicable Law, Seller shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have each request honored, that the Transfer Group Companies be included in, and shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers file or cause to be filed, (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX required Enron for all taxable periods of the Transfer Group Companies ending on or prior to be filed after the date hereof Closing Date; and (B) where applicable, all other consolidated, combined or unitary Tax Returns of, or which include, one or more of the Transfer Group Companies for all taxable periods ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX shall pay any Seller shall, pursuant to the Enron Purchase Agreement, request, and use commercially reasonable efforts to have such request honored, that the Enron Sellers remit (or cause to be remitted) all Taxes shown due with respect to such Tax Returns. All the Tax Returns described referred to in clauses (A) and (B) of this Section 11.3(b)(i9.2(a)(i). Within 100 days after the Closing Date (or sooner if necessary to enable Seller to cause the timely filing of a Tax Return), Purchaser shall cause each of the Transfer Group Companies to prepare and provide to Seller a package of Tax information materials, including schedules and work papers (the "TAX PACKAGE") shall required by Seller to enable Seller to cause to be prepared in a manner consistent with prior practice unless a past practice has and filed all Tax Returns (which have not been finally determined filed on or before the Closing Date) required to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed Tax Returns at least 10 days prior to the filing date, prepared and Allscripts shall be provided an opportunity to review such Tax Returns and supporting workpapers and Schedules prior to the filing of such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved filed pursuant to this Section 11.3(f) which shall be binding on the parties9.2(a)(i).

Preparation of Tax Returns; Payment of Taxes. (i) IDX Stockholder shall include the Company and its subsidiaries, or cause the Company and its subsidiaries to be included in, and shall file or cause to be filed, (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX required to be filed after Stockholder or its affiliates for the date hereof for all taxable periods of the Company and its subsidiaries ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required prior to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file where applicable, all other consolidated, combined or unitary Tax Returns required to be filed by ChannelHealth of Stockholder or its affiliates for the taxable periods of the Company and its subsidiaries ending (or the portion of any taxable period ending) on or prior to the Closing Date, and shall pay any and all Taxes due with respect to the returns referred to in clause (A) or (B) of this Section 10.4(b)(i). IDX Stockholder also shall file or shall cause the Company and its subsidiaries to file all other Tax Returns of or which include the Company and its subsidiaries required to be filed (taking into account any extensions) on or prior to the Closing Date and shall pay any and all Taxes due with respect to such Tax Returns. All The following shall apply: (A) all Tax Returns described in this Section 11.3(b)(i10.4(b)(i) shall be prepared in a manner consistent with prior practice unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws laws (or the judicial or administrative interpretations thereof). IDX ; (B) Stockholder shall cause ChannelHealth to provide Allscripts Buyer with copies of such completed Tax Returns at least 10 25 days prior to the due date for filing date, such return; and Allscripts (C) Buyer shall be provided an opportunity have the right to review and approve (which approval shall not be unreasonably withheld) such Tax Returns and supporting workpapers and Schedules prior to the filing of such Tax Returnsfor 30 days following receipt thereof. The failure of Allscripts Buyer to propose any changes to any such Tax Return within such 10 days 30-day period shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to the filing thereof shall be promptly resolved pursuant to Section 11.3(f) which shall be binding on the parties.

Preparation of Tax Returns; Payment of Taxes. (a) Seller shall include the Snapple Companies or cause the Snapple Companies to be included in, and shall timely file or cause to be timely filed, (i) IDX shall (A) include ChannelHealth and (where applicable) any of its Subsidiaries in (1) the U.S. United States consolidated federal income Tax Returns of IDX required to be filed after Seller or its Affiliates for the date hereof for all taxable periods of the Snapple Companies ending on or before prior to the Closing Date and (2ii) where applicable, all other consolidated, combined consolidated or unitary Tax Returns that are required to be filed by IDX of Seller or its Affiliates for any the taxable period periods of Snapple ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX , and shall pay any and all Taxes due with respect to such Tax Returnsthe returns referred to in clause (i) or (ii) of this Section 8.3(a). All The Tax Returns described referred to in this Section 11.3(b)(i8.3(a) shall be prepared in a manner consistent with the prior practice of the Snapple Companies unless a past practice has been finally determined to be incorrect by the applicable taxing authority or a contrary treatment is otherwise required by a change in applicable tax Laws (Tax laws, rules or judicial or administrative interpretations thereof)regulations. IDX Seller shall cause ChannelHealth to provide Allscripts Acquiror with copies of such completed Tax Returns at least 10 days prior Returns, but only to the filing dateextent of the discrete Snapple federal income Tax Return which is made part of and includable in the United States consolidated federal income Tax Return of Seller and the discrete Snapple state income tax returns which are made part of and includable in any consolidated, and Allscripts combined or unitary state Tax Return. Seller shall be provided an opportunity to review provide such Tax Returns and supporting workpapers and Schedules prior (or the portion thereof) to the filing of such Tax Returns. The failure of Allscripts to propose any changes to any such Tax Return within such 10 NYFS09...:\69\68669\0030\165\AGRN266W.00J Acquiror at least 30 days shall be deemed to be an indication of its approval thereof. IDX and Allscripts shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to the due date for filing thereof. Any disagreements regarding such return, and Acquiror shall have the right to review and comment on such Tax Returns which are not resolved prior for 15 days following receipt thereof. Nothing contained in the foregoing shall in any manner terminate, limit or adversely affect any right of Acquiror Indemnified Parties, Seller or Snapple to the filing thereof shall be promptly resolved receive indemnification pursuant to Section 11.3(f) which shall be binding on the partiesany provision in this Agreement.

Preparation of Tax Returns; Payment of Taxes. (ia) IDX Seller shall (A) include ChannelHealth prepare or cause to be prepared and (where applicable) any of its Subsidiaries in (1) the U.S. consolidated federal income file or cause to be filed all Tax Returns of IDX any Purchased Entity required to be filed after the date hereof for all taxable (taking into account any extensions) by Seller representing any periods ending on or before the Closing Date and (2) where applicable, all combined consolidated or unitary Tax Returns that are required to be filed by IDX for any taxable period ending on or before the Closing Date and (B) cause 64 ChannelHealth to file all Tax Returns required to be filed by ChannelHealth on or prior to the Closing Date. IDX Seller shall timely pay the amount of any Taxes required to be shown thereon to the appropriate Taxing Authorities and all Taxes due shall provide Purchaser with respect to adequate proof of such filing and payment and with written confirmation that such Tax Returns. All Tax Returns described in this Section 11.3(b)(i) shall be have been prepared in a manner that is consistent with prior practice unless a the past practice has been finally determined income Tax practices and consistent with the past Tax Returns of any Purchased Entity and with the representations set forth in Section 3.21 (except as otherwise required by Law). Following the Closing, Purchaser shall be responsible for properly and (except as otherwise required by Law) consistently preparing or causing to be incorrect by the applicable taxing authority or a contrary treatment is required by applicable tax Laws (or judicial or administrative interpretations thereof). IDX shall cause ChannelHealth to provide Allscripts with copies of such completed prepared all other Tax Returns at least 10 required to be filed by any Purchased Entity, provided that Seller shall be responsible for all Pre-Closing Taxes required to be shown thereon. Amounts payable by Seller with respect to Tax Returns that are the responsibility of Purchaser shall be paid no later than three (3) business days following therefor from Purchaser or, if later, three (3) days prior to the filing date, and Allscripts shall date such Taxes are required to be provided an opportunity to review such Tax Returns and supporting workpapers and Schedules prior paid to the filing applicable Taxing Authority. All accrued Taxes set forth in the Closing Date Statement (as finally determined) and all estimated payments of such Tax Returns. The failure by each Purchased Entity as of Allscripts to propose any changes to any such Tax Return within such 10 days the Closing Date shall be deemed to be an indication constitute a payment by Seller in satisfaction of its approval thereofresponsibility to pay Pre-Closing Taxes. IDX and Allscripts Amounts not paid by Seller when due shall attempt in good faith mutually to resolve any disagreements regarding such Tax Returns prior to bear interest from the due date for filing thereof. Any disagreements regarding such Tax Returns which are not resolved prior to at the filing thereof shall be promptly resolved pursuant to rate specified in Section 11.3(f6621(a)(2) which shall be binding on of the partiesCode.