Common use of Tax Returns and Payment Responsibility Clause in Contracts

Tax Returns and Payment Responsibility. (a) Seller shall be responsible for, and shall cause to be prepared and duly and timely filed, all Tax Returns of the Companies with respect to the taxable year during which the Closing occurs that are due before the Closing Date and shall pay or cause to be paid all Taxes due in respect of the period prior to and including the Reference Date in such Tax Returns. Seller shall be responsible for, and shall cause to be prepared and duly and timely filed, all Tax Returns that are prepared on a consolidated, unitary, or combined basis with Seller or any of its Subsidiaries other than the Companies and that include any of the Companies for all taxable periods of such Companies ending on or before the Closing Date. Seller shall pay any Taxes due in respect of the period prior to and including the Reference Date reflected in the Tax Returns referred to in the preceding sentence. Purchaser shall pay to Seller any Taxes for which Purchaser is responsible pursuant to Section 9.l(b)(i) or (ii), but which are payable with Tax Returns that are filed by Seller pursuant to this Section 9.2(a) at least five (5) Business Days prior to the due date for the payment of such Taxes. Purchaser shall be responsible for and shall cause to be prepared and duly and timely filed all Tax Returns with respect to the Companies that are due after the Closing Date, other than those that are the responsibility of Seller pursuant to this paragraph, and shall pay any Taxes due in respect of the period after the Reference Date reflected in those Tax Returns. The Seller shall pay to Purchaser any Taxes for which Seller is responsible pursuant to Section 9.1(a), but which are payable with the Tax Returns to be filed by Purchaser pursuant to this Section 9.2(a), at least five (5) Business Days prior to the due date for the payment of such Taxes.

Tax Returns and Payment Responsibility. (a) The Seller shall will be responsible for, for and shall will cause to be prepared and duly and timely filed, filed all Tax Returns of the Companies with respect to the taxable year during which the Closing occurs that are due before the Closing Date Company and shall pay all consolidated, combined or cause to be paid all Taxes due in respect of the period prior to and including the Reference Date in such Tax Returns. Seller shall be responsible for, and shall cause to be prepared and duly and timely filed, all unitary Tax Returns that are prepared on a consolidated, unitary, or combined basis with Seller or any of its Subsidiaries other than include the Companies and that include any of the Companies Company for all taxable periods of such Companies the Company ending on or before the Closing Date. Seller The Buyer shall pay any Taxes due in respect of the period prior to and including the Reference Date reflected in the Tax Returns referred to in the preceding sentence. Purchaser shall pay to Seller any Taxes for which Purchaser is responsible pursuant to Section 9.l(b)(i) file or (ii), but which are payable with Tax Returns that are filed by Seller pursuant to this Section 9.2(a) at least five (5) Business Days prior to the due date for the payment of such Taxes. Purchaser shall be responsible for and shall cause to be prepared and duly and timely filed when due all Tax Returns with respect to the Companies that are due after the Closing DateCompany, other than those that are the responsibility of the Seller pursuant to this paragraph. All Tax Returns (other than consolidated, combined or unitary income Tax Returns that include the Company for a Pre-Closing Tax Period) that are to be prepared and shall pay any Taxes due in respect of filed pursuant to the period after the Reference Date reflected in those Tax Returns. The Seller shall pay preceding paragraph and that relate to Purchaser any Taxes for which the Seller is responsible pursuant to Section 9.1(a)liable under this Article V (including Straddle Period Tax Returns) shall, but which are payable with the Tax Returns to be filed by Purchaser pursuant to this Section 9.2(a), if due at least five 30 days after the Closing Date, be submitted to the Seller (5if prepared by the Buyer) Business Days or the Buyer (if prepared by the Seller) not later than 15 days prior to the due date for filing of such Tax Returns (or, if such due date is within 45 days following the Closing Date, as promptly as practicable following the Closing Date). The non-preparing party shall have the right to review such Tax Returns and all work papers used to prepare them, and the non-preparing party shall have the right to access any other information of or controlled by the other party relating to such Tax Returns that reasonably is necessary for the non-preparing party to perform such review. If the non-preparing party, within 10 days after delivery of any such Tax Return, notifies the other party that it objects to any item in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, any disputed item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by the Independent Accounting Firm as identified in Section 1.4(c) or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing by the Seller and the Buyer, Upon resolution of all disputed items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne equally by the Buyer and the Seller. Each of the Seller and the Buyer shall not (and shall not cause or permit the Company to) amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return (other than consolidated, combined or unitary income Tax Returns) relating in whole or in part to the Company with respect to any Pre-Closing Tax Period without the prior written consent of the other party, which shall not be unreasonably conditioned, withheld or delayed. Notwithstanding anything in this Article V to the contrary, all sales, use, transfer and other similar Taxes, including any stock or asset transfer stamp Tax, arising from the Transactions, shall be borne and paid when due, without limitation, equally by the Buyer and the Seller. The parties shall cooperate to assure the timely filing of all Tax Returns for such Taxes and the timely payment of such Taxes.

Tax Returns and Payment Responsibility. (a) Seller shall A. The Stockholders will be responsible forfor and will, and shall at their expense, cause to be prepared and duly and timely filedfiled in a manner consistent with past practice (subject to any departure required to comply with any applicable law), (i) all Tax Returns of the Companies with respect to the taxable year during which the Closing occurs Company that are due before the Closing Date and shall pay or cause to be paid all Taxes due in respect of the period prior to and including the Reference Date in such Tax Returns. Seller shall be responsible for, and shall cause to be prepared and duly and timely filed, (ii) all Tax Returns that are prepared on a consolidated, unitary, or combined basis with Seller or any of its Subsidiaries other than the Companies and that include any of the Companies Company for all taxable periods of such Companies ending on or before the Closing Date. Seller The Stockholders shall submit such Tax Returns to Buyer not later than 30 days prior to the due date (including extensions) for filing of such Tax Returns and Buyer shall have the right to review such Tax Returns and to review all work papers and procedures used to prepare any such Tax Return. Notwithstanding the foregoing, the Stockholders shall provide to Buyer prior to Closing a copy of the December 31, 2004 federal and state Tax Returns. If the Buyer, within ten days after delivery of any such Tax Return, notifies the Stockholders in writing that it objects to any of the items in such Tax Return, the parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by a nationally recognized independent accounting firm chosen by both Buyer and Stockholders (other than the firm then currently serving, or within the prior three years serving as, auditors or accountants for Buyer, the Stockholders or the Company). Upon resolution of all such items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm with respect to the resolution of such dispute shall be borne equally by the Stockholders and Buyer. The Stockholders shall pay any Taxes due in respect of the period prior to Tax Returns described in this section. Stockholders’ payment shall be made within ten days following the earlier of any agreement reached between the parties and including the Reference Date reflected parties’ receipt of the decision of the accounting firm. Without affecting the indemnification obligations of the Stockholders under this Agreement, in the Tax Returns referred event that the Stockholders fail to in the preceding sentence. Purchaser shall pay to Seller any Taxes for which Purchaser is responsible pursuant to Section 9.l(b)(i) prepare and file or (ii), but which are payable with Tax Returns that are filed by Seller pursuant to this Section 9.2(a) at least five (5) Business Days prior to the due date for the payment of such Taxes. Purchaser shall be responsible for and shall cause to be prepared and duly and timely filed all any Tax Returns with respect Return that they are required to the Companies that are due after the Closing Date, other than those that are the responsibility of Seller file pursuant to this paragraph, Buyer shall have the right, but not the obligation, to prepare and shall pay any Taxes due in respect file all such Tax Returns at the expense of the period after the Reference Date reflected in those Tax ReturnsStockholders. The Seller shall pay Stockholders shall, on or before the Closing Date, make a good faith estimate of the amount of any Tax liability with respect to Purchaser any Taxes for which Seller is responsible pursuant to Section 9.1(a), but which are payable with the all Tax Returns to be filed by Purchaser pursuant to described in this Section 9.2(a), at least five (5) Business Days prior to the due date for the payment of such Taxes7.3.

Tax Returns and Payment Responsibility. (a) Seller shall will be responsible for, for and shall will cause to be prepared and duly and timely filed, (i) all income Tax Returns of the Companies Company and the Company Subsidiaries for all Pre-Closing Tax Periods, which Tax Returns shall be prepared in a manner consistent with respect past practice except as otherwise required by applicable Law, and (ii) all consolidated, combined or unitary Tax Returns of Seller that include the Company or the Company Subsidiaries for all Pre-Closing Tax Periods, which Tax Returns shall be prepared by treating items on such Tax Returns relating to the taxable year during which the Closing occurs that are due before the Closing Date and shall pay or cause to be paid all Taxes due in respect operations of the period prior to Company and including the Reference Date Company Subsidiaries in such Tax Returnsa manner consistent with past practice except as otherwise required by applicable Law. Seller shall be responsible for, and shall cause to be prepared and duly and timely filed, all Tax Returns that are prepared on a consolidated, unitary, or combined basis with Seller or any of its Subsidiaries other than the Companies and that include any of the Companies for all taxable periods of such Companies ending on or before the Closing Date. Seller shall pay any Taxes due in respect of the period prior to and including the Reference Date reflected in the Tax Returns referred to in the preceding sentence. Purchaser shall pay to Seller any Taxes for which Purchaser is responsible pursuant to Section 9.l(b)(i) or (ii), but which are payable with Tax Returns that are filed by Seller pursuant to this Section 9.2(a) at least five (5) Business Days prior to the due date for the payment of such Taxes. Purchaser Buyer shall be responsible for and shall will cause to be prepared and duly and timely filed all Tax Returns with respect to the Companies that are due after the Closing Date, other than those that are the responsibility of Seller pursuant to this paragraph, Section 9.2(a) and shall pay with respect to any Taxes due in respect of the period after the Reference Date reflected in those Tax Returns. The Seller shall pay to Purchaser any Taxes for which Seller is responsible pursuant to Section 9.1(a), but which are payable with the Tax Returns for any Straddle Periods, such Tax Returns shall be prepared in a manner consistent with past practice except as otherwise required by applicable Law. Buyer shall file or cause to be filed by Purchaser pursuant when due all Tax Returns with respect to the Company and the Company Subsidiaries, other than those described in clause (ii) above in this Section 9.2(a), at the filing of which shall be the responsibility of Seller. In each case, such Tax Returns shall be in conformity with the Code, Treasury Regulations and any other applicable Law. At least five thirty (530) Business Days prior to the due date for the payment filing a Tax Return described in clause (i) above in this Section 9.2(a), Seller shall submit a copy of such TaxesTax Return to Buyer. Buyer shall have the right to review such Tax Returns and such information of or controlled by Buyer relating to such Tax Returns that is reasonably necessary for Seller to perform such review. If Buyer, within ten (10) days after delivery of any such Tax Return, notifies Seller that it objects to any item in such Tax Return, the Parties shall attempt in good faith to resolve the dispute and, if they are unable to do so, any disputed item shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by a nationally recognized independent accounting firm chosen by both Buyer and Seller. Upon resolution of all disputed items, the relevant Tax Return shall be filed on that basis. The costs, fees and expenses of such accounting firm shall be borne by Buyer and Seller in inverse proportion to the relative amounts of the disputed items determined in favor of such Party, in accordance with the formula described in Section 2.7(d). Seller shall pay the full amount shown as due on such Tax Returns; provided that Buyer shall promptly reimburse Seller at the time such Tax Return is filed (in accordance with the procedure set forth in Section 9.1(d)) for any amount owed by Buyer pursuant to Section 9.1(a).