Common use of Return Filings Clause in Contracts

Return Filings. (i) The Sellers’ Representative shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (A) taxable years or periods ending prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (B) taxable years or periods including, but ending on or after, the Closing Date (any such period, a “Straddle Period”). Any such Returns shall be prepared in a manner consistent with past practices employed by the Sellers with respect to the Company, except to the extent counsel for the Buyer determines there is no reasonable basis in Law therefor. The Sellers’ Representative shall pay directly to each relevant Taxing Authority any Taxes for a Pre-Closing Tax Period and Taxes for the Pre-Closing Tax Period of any Straddle Period in excess of any reserve therefor accrued in the Financial Statements within twenty (20) days after written demand therefor by Buyer, or twenty (20) days after the resolution of any objection by the Sellers’ Representative in respect thereof pursuant to Section 9.1(a)(ii) hereof, as applicable. (ii) The Sellers’ Representative shall provide the Buyer with a copy of any Return for a Pre-Closing Tax Period or Straddle Period that also includes Taxes, for which the Sellers may be liable, at least twenty (20) days prior to the due date for filing the Return (including extensions). In addition, with respect to any Straddle Period Returns, the Sellers’ Representative shall provide Buyer with a statement (including all available supporting schedules and information) certifying the amount of Tax shown on such Return that is allocable to the Sellers under Section 9.1(b) at least twenty (20) days prior to the due date for filing the Return (including extensions). The Buyer shall have the right to object to such Return within ten (10) days of receipt of such Return. If the Buyer objects to a Return, the Sellers’ Representative and the Buyer agree to use their best efforts to resolve the dispute. Any dispute not resolved within twenty (20) days after an objection shall be submitted to the Accounting Firm. The Accounting Firm’s review shall be limited to the disputed item and shall be concluded within ten (10) days. The parties acknowledge and agree that Buyer shall bear the percentage of the fees and expenses of the Accounting Firm that equals the difference between the sum of all differences between the Buyer’s calculation of the disputed item and the Accounting Firm’s ultimate determination of such disputed item, divided by the sum of all differences between Sellers’ calculation of a disputed item and Buyer’s calculation of a disputed item. Buyer shall bear the percentage of the fees and expenses of the Accounting Firm that equals the difference between the sum of all differences between the Buyer’s calculation of a disputed item and the Accounting Firm’s ultimate determination of such disputed item, divided by the sum of all differences between Buyer’s calculation of a disputed item and Sellers’ calculation of a disputed item.

Return Filings. (i) The Sellers’ Representative Purchaser shall prepare and timely file or cause to be timely filed all Returns required to be filed by or with respect to the Company for (Ax) taxable years or periods ending on or prior to the Closing Date, the due date for filing of which (taking into account extensions) is after the Closing Date, and (By) taxable years or periods including, but ending on or after, the Closing Date (any such period, a “"Straddle Period”"). Any such Returns , and shall be prepared in a manner consistent with past practices employed by the Sellers with respect to the Company, except to the extent counsel for the Buyer determines there is no reasonable basis in Law therefor. The Sellers’ Representative shall pay directly to each relevant Taxing Authority remit any Taxes for a Pre-Closing Tax Period and Taxes for the Pre-Closing Tax Period of any Straddle Period in excess of any reserve therefor accrued in the Financial Statements within twenty (20) days after written demand therefor by Buyer, or twenty (20) days after the resolution of any objection by the Sellers’ Representative due in respect thereof pursuant to Section 9.1(a)(ii) hereof, as applicableof such Returns. (ii) The Sellers’ Representative Purchaser shall provide the Buyer Shareholders' Representative with a copy of any Return for a Pre-taxable period that precedes the Closing Tax Period Date, or Straddle Period that includes the Closing Date and also includes Taxes, Taxes for which the Sellers Signing Shareholders may be liable, at least twenty (20) days prior to the due date for filing the Return (including extensions). In addition, with respect to any Straddle Period Returns, the Sellers’ Representative shall provide Buyer with a statement (including all available supporting schedules and information) certifying the amount of Tax shown on such Return that is allocable to the Sellers under Section 9.1(b) liable at least twenty (20) days prior to the due date for filing the Return (including extensions). The Buyer Shareholders' Representative shall have the right to object to such Return within ten (10) days of receipt of such ReturnReturn only on the grounds that such Return is inconsistent with applicable Law or shifts Taxes from the post-acquisition to the pre-acquisition period. If the Buyer Shareholders' Representative objects to a Return, the Sellers’ Shareholders' Representative and the Buyer Purchaser agree to use their best efforts to resolve the dispute. Any dispute not resolved within twenty (20) days after an objection shall be submitted to the Accounting FirmIndependent Accountant. The Accounting Firm’s Independent Accountant's review shall be limited to the disputed item and shall be concluded within ten (10) days. The parties acknowledge and agree Each party shall bear fifty percent (50%) of the cost of such Independent Accountant, except that Buyer the Shareholders' Representative shall bear the percentage of the fees and expenses of the Accounting Firm that equals the difference between the sum of all differences between the Buyer’s calculation of the disputed item and the Accounting Firm’s ultimate determination of full cost if there are no material adjustments to such disputed item, divided by the sum of all differences between Sellers’ calculation of a disputed item and Buyer’s calculation of a disputed item. Buyer Return or Purchaser shall bear the percentage of the fees and expenses of the Accounting Firm that equals the difference between the sum of all differences between the Buyer’s calculation of a disputed item and the Accounting Firm’s ultimate determination of full cost if there are material adjustments to such disputed item, divided by the sum of all differences between Buyer’s calculation of a disputed item and Sellers’ calculation of a disputed itemReturn.