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

Filing of Tax Returns; Payment of Taxes. (a) The Company shall, and shall cause the Company Subsidiaries to, timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with prior practice. The Company shall provide Buyer with copies of such completed Tax Returns at least twenty days prior to the filing thereof, along with supporting workpapers, for Buyer’s Parent’s review and approval. Stockholders Representative and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Stockholders Representative and Buyer are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.7, which resolution shall be binding on the Parties.

Filing of Tax Returns; Payment of Taxes. (ai) The Company shall, shall (and shall cause the Company Subsidiaries to, ) timely file (including with timely extensions) all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with prior practicepractice and Tax elections. The Company shall provide Buyer the Owners with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s Parent’s the Owners’ review and approval. Stockholders Representative The Company and Buyer the Owners shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Stockholders Representative the Company and Buyer the Owners are unable to resolve any dispute with respect to such Tax Return Returns at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.79.6(f), which resolution shall be binding on the Partiesparties.

Filing of Tax Returns; Payment of Taxes. (a) The Company shall, and shall cause the Company Subsidiaries to, timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with prior practice. The Company shall provide Buyer with copies of such completed Tax Returns at least twenty 20 days prior to the filing thereof, along with supporting workpapers, for Buyer’s Parent’s review and approval. Stockholders Shareholders Representative and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Stockholders If Shareholders Representative and Buyer are unable to resolve any dispute with respect to such Tax Return at least ten 10 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.7, which resolution shall be binding on the Parties.

Filing of Tax Returns; Payment of Taxes. (ai) The Company shall, shall (and shall cause the Company Subsidiaries to, ) timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with prior practice. The Company shall provide Buyer Purchaser with copies of such completed Tax Returns at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s ParentPurchaser’s review and approval. The Selling Stockholders Representative and Buyer Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Selling Stockholders Representative and Buyer the Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.78.5(g), which resolution shall be binding on the Partiesparties.

Filing of Tax Returns; Payment of Taxes. (ai) The Company shall, and shall cause the Company Subsidiaries to, timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with prior practicepractice except as required by applicable law. The Company shall provide Buyer Purchaser with copies of such completed income Tax Returns at least twenty days prior to the due date for filing thereofthereof (taking into account extensions), along with supporting workpapers, for Buyer’s ParentPurchaser’s review and approval. Stockholders Representative The Equity Sellers and Buyer Purchaser shall attempt in good faith to resolve any disagreements regarding such income Tax Returns prior to the due date for filing. In the event that Stockholders Representative the Equity Sellers and Buyer Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.78.6(c), which resolution shall be binding on the Partiesparties.

Filing of Tax Returns; Payment of Taxes. (ai) The Company shallSeller shall file or cause to be filed, and shall cause the Company Subsidiaries to, timely file all Tax Returns required of or including the Company with respect to be filed by it periods ending on or prior to the Closing Effective Date and shall pay or cause to be paid any and all Taxes shown due thereonwith respect to such Tax Returns. All such Tax Returns and any other amended Tax Returns described in this Section 8.5(b)(i) shall be prepared in a manner consistent with prior practice. The Company shall provide Buyer Purchaser with copies of such completed Tax Returns at least twenty days prior to the due date for filing thereofthereof or any valid extension of such due date, along with supporting workpapers, for Buyer’s ParentPurchaser’s review and approval. Stockholders Representative Seller and Buyer Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Stockholders Representative Seller and Buyer Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten (10) days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.78.5(h), which resolution shall be binding on the Partiesparties. Seller agrees to provide, after the Closing, reasonable access to and support by Company employees, representatives and resources to Seller in order to facilitate and permit Seller to perform its obligations under this Section 8.5(b)(i).

Filing of Tax Returns; Payment of Taxes. (ai) The Company shall, and shall cause the Company Subsidiaries to, timely Seller will file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid filed (with reasonable assistance from the Company), all Tax Returns of the Company for all taxable periods ending on or before the Closing Date, and shall timely pay any and all Taxes shown due thereonwith respect to such returns. All such Tax Returns and any other amended Tax Returns described in this Section 5.03(a)(i) shall be prepared in a manner consistent with prior practice. The Company Seller shall provide Buyer Purchaser with copies of such completed Tax Returns at least twenty days 20 Business Days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s ParentPurchaser’s review and approval. Stockholders Representative Seller and Buyer Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that Stockholders Representative Seller and Buyer Purchaser are unable to resolve any dispute with respect to such Tax Return Returns at least ten 10 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.75.03(e), which resolution shall be binding on the Parties.

Filing of Tax Returns; Payment of Taxes. (ai) The Company shall, shall prepare and shall cause the Company Subsidiaries to, timely file all Tax Returns required to be filed by it on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereonthereon for which the Company is or may be liable. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with prior practice. The Company shall provide Buyer Purchaser with copies of such completed Tax Returns at least twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for Buyer’s ParentPurchaser’s review and approvalapproval (which shall not be unreasonably withheld). The Selling Stockholders Representative and Buyer Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Selling Stockholders Representative and Buyer the Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.78.5(g), which resolution shall be binding on the Partiesparties.

Filing of Tax Returns; Payment of Taxes. (ai) The Company shall, and shall cause the Company Subsidiaries to, timely file all Tax Returns required to be filed by it on or prior to the Closing Date (giving effect to valid filing extensions) and shall pay or cause to be paid all Taxes shown as due thereon. All such Tax Returns and any other amended Tax Returns shall be prepared in a manner consistent with the prior practicepractice of the Company. The Company shall provide Buyer Purchaser with copies of completed drafts of such completed Tax Returns at least twenty days prior to the due date for filing thereof, along with supporting workpapersworkpapers upon request, for Buyer’s ParentPurchaser’s review and approval. Stockholders The Stockholder Representative and Buyer Purchaser shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the event that the Selling Stockholders Representative and Buyer Purchaser are unable to resolve any dispute with respect to such Tax Return at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 6.7.78.6(g), which resolution shall be binding on the Partiesparties.