Common use of Responsibility for Filing Tax Returns for Periods through Closing Date Clause in Contracts

Responsibility for Filing Tax Returns for Periods through Closing Date. Pro-Fac shall include the income of the Company and its Subsidiaries (including any deferred items triggered into income by Reg. Section 1.1502-13 and any excess loss account taken into income under Reg. Section 1.1502-19) on Pro-Fac's consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income; provided, that the Company shall be responsible for the payment of Income Taxes payable with respect to the Pre-Closing Tax Period, up to the amount of and not to exceed the Income Tax Reserve, with respect to the net income of the Company and its Subsidiaries that is included in Pro-Fac's consolidated federal and state Income Tax Returns for such periods through the Closing Date. Pro-Fac shall deliver to the Company notice of any amount payable by the Company as contemplated by the prior sentence not less than 60 days prior to the due date for payment thereof, and the Company shall have the right to review the Tax Returns in question and to recalculate any amount determined by Pro-Fac to be payable. The Company shall pay to Pro-Fac the amount due (subject to any such recalculation). The Company shall indemnify Pro-Fac and hold it harmless from any Liabilities of Pro-Fac resulting from any reduction of amounts payable to Tax Authorities based on the Company's recalculation of amounts determined to be due by Pro-Fac. For all taxable periods ending on or before the Closing Date, Pro-Fac shall cause the Company and its Subsidiaries to join in Pro-Fac's consolidated federal income tax return and, in jurisdictions requiring separate reporting from Pro-Fac, to file separate company foreign, state and local income tax returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. Buyer shall have the right to review and comment on any such Tax Returns prepared by Pro-Fac. The Company and its Subsidiaries shall furnish information to Pro-Fac as reasonably requested by Pro-Fac to allow Pro-Fac to satisfy its obligations under this section in accordance with past custom and practice. The Company and its Subsidiaries and Buyer shall consult and cooperate with Pro-Fac as to any elections to be made on returns of the Company and its Subsidiaries for periods ending on or before the Closing Date.

Responsibility for Filing Tax Returns for Periods through Closing Date. Pro-Fac Parent shall include the income of the Company prepare or cause to be prepared and its Subsidiaries (including any deferred items triggered into income by Reg. Section 1.1502-13 and any excess loss account taken into income under Reg. Section 1.1502-19) on Pro-Fac's consolidated federal income file or cause to be filed all Tax Returns for all periods through the Company that are filed after the Closing Date and pay any federal income Taxes attributable that relate to such income; provided, that the Company shall be responsible for the payment of Income Taxes payable with respect to the Pre-Closing Tax PeriodPeriods, up and Parent shall permit Sellers to the amount of review and not to exceed the Income comment on each such Tax Reserve, Return with respect to a Pre-Closing Tax Period at least ten days prior to filing and shall make such revisions as are reasonably requested by Sellers; provided, however, that notwithstanding the foregoing, (i) Sellers shall prepare or cause to be prepared and file or cause to be filed all income or gross or net income of the Company and its Subsidiaries that is included in Pro-Fac's consolidated federal and state Income proceeds or receipts Tax Returns for such periods through the Company that are filed after the Closing Date. Pro-Fac shall deliver to the Company notice of any amount payable by the Company as contemplated by the prior sentence not less than 60 days prior to the due date for payment thereof, and the Company shall have the right to review the Tax Returns in question and to recalculate any amount determined by Pro-Fac to be payable. The Company shall pay to Pro-Fac the amount due (subject to any such recalculation). The Company shall indemnify Pro-Fac and hold it harmless from any Liabilities of Pro-Fac resulting from any reduction of amounts payable Date that relate to Tax Authorities based on the Company's recalculation of amounts determined to be due by Pro-Fac. For all taxable periods ending on or before the Closing DateDate (a “Pre-Closing Period Income Tax Return”), Pro-Fac shall cause the Company and its Subsidiaries to join in Pro-Fac's consolidated federal income tax return and, in jurisdictions requiring separate reporting from Pro-Fac, to file separate company foreign, state and local income tax returns. All such Tax Returns which shall be prepared and filed in a manner that is consistent with the prior practicepractice of the Company, except as required by a change in applicable law. Buyer Law, and (ii) Sellers shall have the right permit Parent to review and comment on each such Tax Return at least ten days prior to filing. If Parent disputes any item on such Pre-Closing Period Income Tax Return, it shall notify the Sellers in writing prior to the expiration of said 10-day period of such disputed item (or items) and the basis for its objection. If Parent does not object by written notice within such period, the amount of Taxes shown to be due and payable on such Pre-Closing Period Income Tax Return shall be deemed to be accepted and agreed upon, and final and conclusive for purposes of this Section 6.3(a). Parent and the Sellers shall act in good faith to resolve any dispute prior to the due date of any such Pre-Closing Period Income Tax Returns prepared Return. If Parent and the Sellers cannot resolve any disputed item(s), the item in question shall be resolved by Pro-Facthe Independent Accountant as promptly as practicable, whose determination shall be final and conclusive for purposes of this Section 6.3(a). The Company fees and its Subsidiaries expenses of the Independent Accountant shall furnish information to Pro-Fac as reasonably requested be paid fifty percent (50%) by Pro-Fac to allow Pro-Fac to satisfy its obligations under this section in accordance with past custom Parent and practicefifty percent (50%) by the Sellers. The Company Sellers shall timely fill all such Pre-Closing Period Income Tax Returns; provided, however, if any such Pre-Closing Period Income Tax Return is filed after the Closing Date and its Subsidiaries the Sellers are not authorized to execute and Buyer file such Pre-Closing Period Income Tax Return by applicable Law, Parent shall consult execute and cooperate with Pro-Fac as to any elections file (or cause to be made on returns of filed) such Pre-Closing Period Income Tax Return (as finally determined pursuant to this Section 6.3(a)) with the Company and its Subsidiaries for periods ending on or before the Closing Dateapplicable Taxing Authority.

Responsibility for Filing Tax Returns for Periods through Closing Date. Pro-Fac The Seller shall include the income of the Company and its Subsidiaries (including any deferred items triggered into income by Reg. Treasury Regulation Section 1.1502-13 and any excess loss account taken into income under Reg. Treasury Regulation Section 1.1502-19) on Pro-Facthe Seller's consolidated federal income Tax Returns for all periods through the Closing Date and pay any federal income Taxes attributable to such income; provided, that the Company shall be responsible for the payment of Income Taxes payable with respect to the Pre-Closing Tax Period, up to the amount of and not to exceed the Income Tax Reserve, with respect to the net income of the Company and its Subsidiaries that is included in Pro-Fac's consolidated federal and state Income Tax Returns for such periods through the Closing Date. Pro-Fac shall deliver to the Company notice of any amount payable by the Company as contemplated by the prior sentence not less than 60 days prior to the due date for payment thereof, and the Company shall have the right to review the Tax Returns in question and to recalculate any amount determined by Pro-Fac to be payable. The Company shall pay to Pro-Fac the amount due (subject to any such recalculation). The Company shall indemnify Pro-Fac and hold it harmless from any Liabilities of Pro-Fac resulting from any reduction of amounts payable to Tax Authorities based on the Company's recalculation of amounts determined to be due by Pro-Fac. For all taxable periods ending on or before the Closing Date, Pro-Fac the Seller shall cause the Company and its Subsidiaries to join in Pro-Facthe Seller's consolidated federal income tax return Tax Return and, in jurisdictions requiring separate reporting from Pro-Facthe Seller, to file separate company foreign, state and local income tax returnsTax Returns. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. The Buyer shall have the right to review and comment on any such separate Tax Returns and, with respect to a consolidated federal income Tax Return of the Seller, that portion of such return that relates to the Company or its Subsidiaries, as prepared by Pro-Facthe Seller and the Seller shall make such changes to such Tax Returns as reasonably suggested by the Buyer. The Seller shall deliver the a copy of such Tax Returns on or before thirty (30) days prior to the applicable due date of any such Tax Return and prior to filing such Tax Return. The Buyer shall deliver all such comments in writing to the Seller not later than ten (10) Business Days after delivery of the Tax Returns from the Seller. To the extent the Buyer and the Seller disagree as to the amount of taxable income (or loss) to be included in the Seller's income Tax Return, the Seller and the Buyer agree that such Tax Return shall be submitted to a mutually agreed upon independent certified accounting firm. Any determination by the accounting firm shall be binding on the parties as to the amount of taxable income (or loss) to be included in the Seller's consolidated federal or state income Tax Return for the period ending as of the Closing Date. The cost of such accounting firm shall be shared equally by the Seller and the Buyer. The Buyer shall cause the Company and its Subsidiaries shall to furnish information to Pro-Fac the Seller as reasonably requested by Pro-Fac the Seller to allow Pro-Fac the Seller to satisfy its obligations under this section in accordance with past custom and practice. The Company and its Subsidiaries and the Buyer shall consult and cooperate with Pro-Fac the Seller as to any elections to be made on returns of the Company and its Subsidiaries for periods ending on or before the Closing Date. The Buyer shall cause the Company and its Subsidiaries to file income Tax Returns or shall include the Company and its Subsidiaries in its combined or consolidated income Tax Returns for all periods other than periods ending on or before the Closing Date.