Common use of Returns and Payments Clause in Contracts

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("“Returns"”) relating to the Company Seller and the Subsidiaries Business that are due on or before or relate relates to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same for Returns relating to the Business with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries Business not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries such businesses (except to the extent counsel for the Stockholders or the Company render Seller renders a legal opinion that there is no reasonable basis in law Law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Seller with respect to the Company and Business or the Subsidiaries Assets and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(c), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b7.1(c), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Purchased Assets, the Business, the Company and the Company Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Tax Returns of the Company and the Company Subsidiaries or relating to the Purchased Assets or the Business not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Seller, the Company and the Company Subsidiaries (except to the extent that counsel for the Stockholders Seller or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed prepared by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Seller, the filing preparing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b) and/or payable to such other party pursuant to Section 7.02(c), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, for all Taxes with the exception of payroll taxes and five Business Days for such Tax Return that is for payroll taxes and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) From the date of this Agreement Effective Date through and after the Closing Date, the Stockholders Shareholders shall prepare and file file, subject to the Purchaser’s prior review and approval, which approval will not be unreasonably withheld or delayed, or otherwise furnish in proper form to the appropriate Governmental Authority governmental authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries April that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Tax Returns of the Company and the Subsidiaries April not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries April (except to the extent counsel for SHOC, the Stockholders Principals, or the Company render April renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by the Purchaser or the Stockholders Shareholder with respect to the Company April and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b4.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b4.1(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and during such 20 Business Day period such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior the filing of such Returnstatement.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders ISI shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company ISC and the Subsidiaries that are due on or before or relate to any taxable period ending on at or before the Closing Date (and the Purchaser ISC shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company ISC and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company ISC and the Subsidiaries (except to in the extent counsel for the Stockholders or the Company render a legal opinion that there is no reasonable basis case of an intervening change in law therefor or determines that a Return cannot be so prepared and filed without being subject to penaltieslaw). With respect to any Return required to be filed by the Purchaser ISI or the Stockholders ISC with respect to the Company ISC and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying indicating the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return. In the event that ISI pays any Taxes for which a reserve or allowance was made on the Closing Balance Sheet, ISC within 10 days of a receipt of proof of such payment shall reimburse ISI for such payment.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller or the Parent shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Seller, the Parent or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser Purchaser, the Parent or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b), together with appropriate supporting information and schedules schedules, at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax returns, reports and forms Returns (each a "ReturnsConsolidated Return") that include Seller and (ii) Tax Returns relating to the Company and the Subsidiaries its Subsidiary that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any taxable period ending non-Consolidated Return for the Company and its Subsidiary due after the Closing Date). Tax Returns of the Company and the Subsidiaries its Subsidiary not yet filed for any taxable period Taxable Period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries its Subsidiary (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any non-Consolidated Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days forty-five (45) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (aA) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the date of the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateClosing). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the date of the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that counsel for the Stockholders Sellers or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Sellers, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax returns, reports Returns (each a “Consolidated Return”) that include Seller and forms ("Returns"ii) Tax Returns relating to the Company and the Subsidiaries that are due on or before or relate attributable to any taxable period periods ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any taxable period non-Consolidated Return for the Company and the Subsidiaries attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any non-Consolidated Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days forty-five (45) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Taxing Authority (or cause to be prepared and filed or so furnished) in a timely manner all (i) consolidated, combined and unitary Tax returns, reports Returns (each a “Consolidated Return”) that include Seller and forms ("Returns"ii) Tax Returns relating to the Company and the Subsidiaries that are due on or before or relate attributable to any taxable period periods ending on or before the Closing Date (and the Purchaser Buyer shall do the same with respect to any taxable period non-Consolidated Return for the Company attributable to periods ending after the Closing Date). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there it is no reasonable basis in law therefor less likely than not that such practices would be sustained by the courts if challenged or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any non-Consolidated Return required to be filed by the Purchaser Buyer or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days forty-five (45) days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries Company, as applicable, that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateStraddle Period). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that counsel for the Stockholders Sellers or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to Sellers, for a taxable period that ends on or before, or includes, the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Closing Date, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such ReturnTax Return (which comments the filing party shall consider in good faith).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("“Returns"”) relating to the Company Seller and the Subsidiaries Business that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same for Returns relating to the Business with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries Business not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render Purchaser reasonably acceptable to such Seller renders a legal opinion that there is no reasonable basis in law Law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Seller with respect to the Company and the Subsidiaries Business and as to which an amount of Tax is allocable to the other party under Section 7.01(b7.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b7.1(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return. If the parties disagree regarding the contents of such Return, the Return shall not be filed until the matter is resolved (or, if earlier, the last date for filing without penalty, taking into account extensions of time to file), and the matter shall be submitted promptly to a firm of certified public accountants, mutually acceptable to the parties, for final resolution. If such Return is filed prior to the submission to such accounting firm, such Return shall be amended to comply with the determination of such accounting firm. The fees for such accounting firm shall be borne equally by Seller, on one hand, and Purchaser, on the other hand. Neither party shall have a right to amend any Return that was the subject of review by the other party without that other party’s consent, not to be unreasonably withheld.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("ReturnsRETURNS") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date July 31, 1999 (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateJuly 31, 1999). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins ends before the Closing Date July 31, 1999 shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders Sellers or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Sellers with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b6.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority Entity (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the US Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Buyers shall do the same for the US Company with respect to any taxable period ending after the Closing Date). Tax Returns of the US Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the US Company and the Subsidiaries (except to the extent counsel for the Stockholders Sellers or the US Company render renders a legal opinion that there is no reasonable basis in law therefor therefore or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any Tax Return required to be filed by the Purchaser Buyers or the Stockholders Sellers with respect to the US Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b8.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b8.1(b), together with appropriate supporting information and schedules at least 20 twenty (20) Business Days prior to the due date (including any extension thereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior the filing of such Tax Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Holders shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries Tax Affiliates that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Issuer shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the Subsidiaries Tax Affiliates not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries Tax Affiliates (except to the extent counsel for the Stockholders Holders or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser Issuer or the Stockholders Holders with respect to the Company and the Subsidiaries Tax Affiliates and as to which an amount of Tax is allocable to the other party under Section 7.01(b6.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Siemens shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority Entity (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the its Company Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser Parent shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Company and the its Company Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the its Company render a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties)Subsidiaries. With respect to any Return required to be filed by the Purchaser Parent or the Stockholders Siemens with respect to the Company and the its Company Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b9.1(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b9.1(b), together with appropriate supporting information and schedules at least 20 Business Days 10 business days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior to the filing of such Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date including the short period S corporation return ending at 11:59 pm (Central time) on the day before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateEffective Time). Tax Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent that counsel for the Stockholders Sellers or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Sellers, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b8.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such Tax Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing DateClosing, the Stockholders Sellers shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") Returns relating to the Company Companies and the Subsidiaries Subsidiaries, as applicable, that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing DateStraddle Period). Tax Returns of the Company Companies and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company Companies and the Subsidiaries (except to the extent that counsel for the Stockholders Sellers, the Companies or the Company render Subsidiaries renders a legal opinion that there is no reasonable basis in law therefor or determines that a Tax Return cannot be so prepared and filed without being subject to penalties). With respect to any such Tax Return required to be filed by the Purchaser or the Stockholders with respect to Sellers, for a taxable period that ends on or before, or includes, the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b)Closing Date, the filing party shall provide the other party and its authorized representatives with a copy of such completed Tax Return and and, if applicable, a statement certifying the amount of Tax shown on such Tax Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereofhereof) for the filing of such Tax Return, and such other party and its authorized representatives shall have the right to review and comment on such Tax Return and statement prior to the filing of such ReturnTax Return (which comments the filing party shall consider in good faith).

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate Governmental Authority (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Company and the Subsidiaries that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any Return that relates to any taxable period ending that ends after the Closing Date). Returns of the Company and the Subsidiaries not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and the Subsidiaries (except to the extent counsel for the Stockholders or the Company render Seller renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Seller with respect to the Company and the Subsidiaries and as to which an amount of Tax is allocable to the other party under Section 7.01(b6.01(b), the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b6.01(b), together with appropriate supporting information and schedules at least 20 Business Days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.

Returns and Payments. (a) From the date of this Agreement through and after the Closing Date, the Stockholders Seller shall prepare and file or otherwise furnish in proper form to the appropriate United States and non-United States Governmental Authority Entity (or cause to be prepared and filed or so furnished) in a timely manner all Tax returns, reports and forms ("Returns") relating to the Companies and each Company and the Subsidiaries Subsidiary that are due on or before or relate to any taxable period ending on or before the Closing Date (and the Purchaser shall do the same with respect to any taxable period ending after the Closing Date). Returns of the Companies and each Company and the Subsidiaries Subsidiary not yet filed for any taxable period that begins before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Companies and each Company and the Subsidiaries Subsidiary (except to the extent counsel for the Stockholders Seller or the Company render renders a legal opinion that there is no reasonable basis in law therefor or determines that a Return cannot be so prepared and filed without being subject to penalties). With respect to any Return required to be filed by the Purchaser or the Stockholders Seller with respect to the Companies and each Company and the Subsidiaries Subsidiary and as to which an amount of Tax is allocable to the other party under Section 7.01(b)party, the filing party shall provide the other party and its authorized representatives with a copy of such completed Return and a statement certifying the amount of Tax shown on such Return that is allocable to such other party pursuant to Section 7.01(b)party, together with appropriate supporting information and schedules at least 20 Business Days thirty (30)business days prior to the due date (including any extension thereof) for the filing of such Return, and such other party and its authorized representatives shall have the right to review and comment on such Return and statement prior the filing of such Return.