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. The Stockholder Representative shall cause to be prepared all other Tax Returns of the Company and the Company Subsidiaries for all taxable periods ending on or before Closing (all such Tax Returns described in the first and second sentence of this Section 10.2(a), "Pre-Closing Returns"). All such Pre-Closing Returns shall be prepared in a manner consistent with prior practice. The Company or the Stockholder Representative as the case may be shall provide Parent with copies of such completed Pre-Closing Returns at least thirty days prior to the filing thereof, along with supporting workpapers, for Parent's review and approval, which shall not be unreasonably withheld; provided that Parent's approval shall not be considered unreasonably withheld if it fails to approve any position which would adversely affect the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closing. The Stockholder Representative and Parent 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 Stockholder Representative and Parent 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 10.5, which resolution shall be binding on the Parties. Parent shall file or cause to be filed all such Pre-Closing Returns to the extent such returns are due following the Closing Date.

Filing of Tax Returns; Payment of Taxes. (a) The Company shallFollowing the Closing, and the Lead Stockholder shall cause Seller to file a Form 1120- S (and the Company Subsidiaries equivalent Tax form for state and local Tax purpose) of the Tax period that includes the Closing Date and each Stockholder shall pay any Taxes in a manner consistent with the amounts shown on its Schedule K-1 to timely the Seller’s Form 1120-S. Purchaser shall cause each XXXX Entity to prepare and file or cause to be prepared and filed all Tax Returns that are required to be filed by it on or prior with respect to any XXXX Entity with respect to entity-level Taxes with respect to any Pre-Closing Tax Periods (“Pre-Closing Tax Period Returns”) and, subject to the Closing Date and rights to payment from the Stockholders under Section 8.7(b), each XXXX Entity that is obligated for the payment of any Taxes shown on such Tax Returns shall pay or cause to be paid all any Taxes shown as due thereon. The Stockholder Representative shall cause to be prepared all Seller’s Form 1120-S of the Tax period that includes the Closing Date and other Tax Returns of the Company and the Company Subsidiaries for all taxable periods relate to a Pre-Closing Tax Period ending on or before the Closing (all such Tax Returns described in the first and second sentence of this Section 10.2(a), "Pre-Closing Returns"). All such Pre-Closing Returns Date shall be prepared in a manner consistent with prior XXXX’x past practice, except as otherwise required by applicable Law at a more likely than not level of confidence and in accordance with the allocation principles set forth in Schedule 8.6 to this Agreement. The Company or the Stockholder Representative as the case may be Purchaser shall provide Parent with copies prepare any Tax Return of such completed a XXXX Entity that includes a Pre-Closing Tax Period ending on or before the Closing Date in a manner consistent with the XXXX Entity’s past practice, except as otherwise required by applicable Law at a more likely than not level of confidence. The Purchaser shall cause the XXXX Entity to furnish a draft copy of any Pre-Closing Tax Period Returns at least thirty days prior (which, in the case of any Pre-Closing Tax Period Returns other than income, franchise, or gross receipts Pre-Closing Tax Period Returns shall only include Pre-Closing Tax Period Returns for which the Stockholders’ aggregate liability under this Agreement exceeds $10,000) to the filing thereof, along with supporting workpapers, Lead Stockholder for Parent's his review and approval, which shall approval (not to be unreasonably withheld; provided that Parent's approval shall , conditioned or delayed) not be considered unreasonably withheld if it fails to approve any position which would adversely affect the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closing. The Stockholder Representative and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to later than 30 days before the due date for filing. In the event that the Stockholder Representative and Parent 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 10.5, which resolution shall be binding on the Parties. Parent shall file or cause to be filed all filing such Pre-Closing Tax Period Returns (including extensions thereof) in the case of any income, franchise or gross receipts Tax Return or as soon as practicable in the case of any other Pre- Closing Tax Period Return. The Lead Stockholder shall provide any comments no later than the earlier of (i) 15 days after receiving such Pre-Closing Tax Period Returns, or (ii) in the event the due date of such Pre-Closing Tax Period Return is less than 15 days after the Lead Stockholder receives such Pre-Closing Tax Period Return, then within 5 days of receiving such Pre-Closing Tax Period Returns. If the Lead Stockholder fails to provide comments within the extent such returns are due following time periods in the Closing Date.immediately preceding sentence, the

Filing of Tax Returns; Payment of Taxes. (a) The Company shall, shall (and shall cause the Company Subsidiaries to 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. The Stockholder Representative shall cause to be prepared all other Tax Returns of the Company and the Company Subsidiaries for all taxable periods ending on or before Closing (all All such Tax Returns described in the first and second sentence of this Section 10.2(a), "Pre-Closing Returns"). All such Pre-Closing Returns shall be prepared in all material respects in a manner consistent with prior practice. The Company or the Stockholder Representative as the case may be shall provide Parent Purchaser with copies of such completed Pre-Closing Tax Returns at least thirty twenty (20) days prior to the due date for filing thereof, along with supporting workpapers, for Parent's Purchaser’s review and approval, which shall not be unreasonably withheld; provided that Parent's approval shall not be considered unreasonably withheld if it fails to approve any position which would adversely affect the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closing. The Stockholder Representative Selling Stockholders and Parent 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 Stockholder Representative Selling Stockholders and Parent 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 10.58.5(g), which resolution shall be binding on the Partiesparties. Parent · Following the Closing, Purchaser shall file cause to be timely filed all Tax Returns required to be filed by the Company and the Subsidiaries after the Closing Date and, subject to the rights to payment from the Selling Stockholders under Section 8.5(c)(iii), pay or cause to be filed paid all Taxes shown due thereon; provided that, if an applicable Tax Return sets forth Taxes for which the Selling Stockholders are responsible (including, without limitation, as an indemnification obligation under this Section 8.5) then Purchaser shall provide a copy of such Pre-Closing Returns Tax Return to the extent Stockholder Representative at least ten (10) days prior to filing and shall negotiate in good faith with the Stockholder Representative concerning any reasonable adjustments thereto. · Not later than ten (10) days prior to the due date for the payment of Taxes on any Tax Returns which Purchaser has the responsibility to cause to be filed pursuant to Section 8.5(c)(ii), the Selling Stockholders shall pay to Purchaser or the applicable Governmental Body the amount of Taxes, as reasonably determined by Purchaser, owed by the Selling Stockholders pursuant to the provisions of Section 8.5(a). No payment pursuant to this Section 8.5(c)(iii) shall excuse the Selling Stockholders from its indemnification obligations pursuant to Section 8.5(a) if the amount of Taxes as ultimately determined (on audit or otherwise) for the periods covered by such returns are due following Tax · Returns exceeds the amount of the Selling Stockholders’ payment under this Section 8.5(c)(iii) · Straddle Period Tax Allocation. The Company will, unless prohibited by applicable Law, close the taxable period of the Company and the Subsidiaries as of the close of business on the Closing Date. If applicable Law does not permit the Company or a Subsidiary to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Stockholders for the period up to and including the close of business on the day immediately preceding the Closing Date and (ii) to Purchaser for the period subsequent to the day immediately preceding the Closing Date; provided, however, that such allocation shall in no way affect the obligation of the Selling Stockholders to be responsible and liable for any and all Taxes (including, without limitation, arising out of or based on the Section 338(h)(10) Election) relating to the consummation of the transactions under this Agreement, other than such Taxes for which Purchaser is responsible as set forth under Section 8.5(f) hereof. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

Filing of Tax Returns; Payment of Taxes. (ai) The Company shallSubject to Section 8.15(b)(ii), and the Buyer shall cause the Company Subsidiaries to timely file all Tax Returns required to be filed by it on prepare or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. The Stockholder Representative shall cause to be prepared all other Tax Returns of each Acquired Company required to be filed after the Company and the Company Subsidiaries Closing Date for all taxable periods ending on or before Closing (all such Tax Returns described in the first and second sentence of this Section 10.2(a), "Pre-Closing Returns"). All such Tax Periods, Pre-Closing Effective Time Tax Periods, Straddle Income Tax Periods and Straddle Non-Income Tax Periods. Such Tax Returns shall be prepared in on a manner basis consistent with prior practicepast practice except to the extent otherwise required by applicable Law. The Company Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to the Seller for its review not later than forty-five (45) days before the date on which the Tax Return is due to be filed (taking into account any valid extensions) (the “Due Date”) (or, in the case of ad valorem property Taxes, within thirty (30) days of receipt of the xxxx for such ad valorem property Taxes) or, in the case of any such Tax Returns due within sixty (60) days after the Closing Date, as soon as reasonably practicable. Buyer shall not file such Tax Return or cause such Tax Return to be filed until the earlier of either the receipt of written notice from Seller indicating Seller’s consent thereto, or the Stockholder Representative as Due Date. If Seller disputes any item on such Tax Return, the case may be Seller shall provide Parent with copies notify Buyer of such completed Pre-Closing Returns at least thirty days prior to disputed item (or items) and the filing thereof, along with supporting workpapers, basis for Parent's review and approval, which shall not be unreasonably withheld; provided that Parent's approval shall not be considered unreasonably withheld if it fails to approve any position which would adversely affect the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closingits objection. The Stockholder Representative and Parent Parties shall attempt act in good faith to resolve any disagreements regarding such Tax Returns dispute prior to the due date for filing. In the event that the Stockholder Representative and Parent are unable to resolve any dispute with respect to on which such Tax Return at least ten is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to Seller and Buyer. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. The Buyer will cause such Tax Return to be timely filed and will provide a copy to the Seller. Not later than five days prior to the due date for filing, such dispute shall be resolved pursuant payment of Taxes with respect to Section 10.5, which resolution shall be binding on the Parties. Parent shall file or cause to be filed all such any Tax Return for a Pre-Closing Returns Tax Period, Pre-Effective Time Tax Period, Straddle Income Tax Period or Straddle Non-Income Tax Period, the Seller shall pay to the extent Buyer the amount of any Seller Taxes with respect to such returns are due following the Closing DateTax Return.

Filing of Tax Returns; Payment of Taxes. (ai) The With respect to each Tax Return of a Target Company shall, and shall cause the Company Subsidiaries to timely file all covering only a Pre-Closing Date Tax Returns Period that is required to be filed by it on or prior to after the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. The Stockholder Representative shall cause to be prepared all other Tax Returns of the Company and the Company Subsidiaries for all taxable periods ending on or before Closing (all such Tax Returns described in the first and second sentence of this Section 10.2(a)each, "a “Pre-Closing Returns"Tax Return”). All , the Member Representative shall (i) cause such Pre-Closing Returns shall Tax Return to be prepared in and (ii) deliver a manner consistent with prior practice. The Company or the Stockholder Representative as the case may be shall provide Parent copy of such Pre- Closing Tax Return, together with copies of such completed Pre-Closing Returns pertinent supporting documentation and workpapers, to Buyer for Buyer’s review and reasonable comment at least thirty days prior to the filing thereof, along with supporting workpapers, for Parent's review and approval, which shall not be unreasonably withheld; provided that Parent's approval shall not be considered unreasonably withheld if it fails to approve any position which would adversely affect the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closing. The Stockholder Representative and Parent 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 Stockholder Representative and Parent are unable to resolve any dispute with respect to such Tax Return at least ten 30 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 10.5, which resolution shall be binding on the Parties. Parent shall file or cause to be filed all filing any such Pre-Closing Returns Tax Return. Should Buyer have any comments, they must be provided to the extent Member Representative no later than 20 days prior to the due date for filing any such returns are Pre-Closing Tax Return. The Member Representative or the Target Companies and Buyer, as applicable, shall cause such Pre-Closing Tax Return (as revised to incorporate Buyer’s reasonable comments) to be filed timely with the appropriate Governmental Entity and shall provide a copy to each other party. At the election of the Member Representative, (x) the Buyer and the Member Representative shall promptly (but in any event not later than five days prior to the due following date for payment of Taxes with respect to any Pre-Closing Tax Return) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account a number of Common Units equal to the quotient of Member Taxes owed with respect to such Pre-Closing Tax Return (up to a maximum amount equal to the Escrow Amount) divided by the Closing DateDate Common Unit Value to Buyer within three days of receipt of such joint written instructions and Buyer shall pay such Tax, or (y) the Members shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any such Pre-Closing Tax Return) pay an amount equal to the amount of Member Taxes owed with respect to such Pre-Closing Tax Return to Buyer.

Filing of Tax Returns; Payment of Taxes. (ai) The With respect to each Tax Return of a Target Company shall, and shall cause the Company Subsidiaries to timely file all covering only a Pre-Closing Date Tax Returns Period that is required to be filed by it on or prior to after the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. The Stockholder Representative shall cause to be prepared all other Tax Returns of the Company and the Company Subsidiaries for all taxable periods ending on or before Closing (all such Tax Returns described in the first and second sentence of this Section 10.2(a)each, "a “Pre-Closing Returns"Tax Return”). All , the Member Representative shall (i) cause such Pre-Closing Returns shall Tax Return to be prepared in and (ii) deliver a manner consistent with prior practice. The Company or the Stockholder Representative as the case may be shall provide Parent copy of such Pre-Closing Tax Return, together with copies of such completed Pre-Closing Returns pertinent supporting documentation and workpapers, to Buyer for Buyer’s review and reasonable comment at least thirty days prior to the filing thereof, along with supporting workpapers, for Parent's review and approval, which shall not be unreasonably withheld; provided that Parent's approval shall not be considered unreasonably withheld if it fails to approve any position which would adversely affect the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closing. The Stockholder Representative and Parent 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 Stockholder Representative and Parent are unable to resolve any dispute with respect to such Tax Return at least ten 30 days prior to the due date for filing, such dispute shall be resolved pursuant to Section 10.5, which resolution shall be binding on the Parties. Parent shall file or cause to be filed all filing any such Pre-Closing Returns Tax Return. Should Buyer have any comments, they must be provided to the extent Member Representative no later than 20 days prior to the due date for filing any such returns are Pre-Closing Tax Return. The Member Representative or the Target Companies and Buyer, as applicable, shall cause such Pre-Closing Tax Return (as revised to incorporate Buyer’s reasonable comments) to be filed timely with the appropriate Governmental Entity and shall provide a copy to each other party. At the election of the Member Representative, (x) the Buyer and the Member Representative shall promptly (but in any event not later than five days prior to the due following date for payment of Taxes with respect to any Pre-Closing Tax Return) issue joint written instructions to the Escrow Agent instructing the Escrow Agent to release from the Escrow Account a number of Common Units equal to the quotient of Member Taxes owed with respect to such Pre-Closing Tax Return (up to a maximum amount equal to the Escrow Amount) divided by the Closing DateDate Common Unit Value to Buyer within three days of receipt of such joint written instructions and Buyer shall pay such Tax, or (y) the Members shall promptly (but in any event not later than five days prior to the due date for payment of Taxes with respect to any such Pre-Closing Tax Return) pay an amount equal to the amount of Member Taxes owed with respect to such Pre-Closing Tax Return to Buyer.

Filing of Tax Returns; Payment of Taxes. (ai) The Company shall(A) Following the Closing Date, and shall cause the Company Subsidiaries Stockholder shall prepare and file, or cause to timely file be prepared and filed, all Tax Returns required of the Company and its Subsidiaries that relate to be filed by it a period ending on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. The Stockholder Representative shall cause thereon (except to be prepared all other Tax Returns the extent that such Taxes were included as a liability in the calculation of the Company and Closing Cash Amount, in which case the amount of such Taxes shall be paid by Parent to the Company Subsidiaries for all taxable periods ending on or before Closing (all such Tax Returns described in the first and second sentence of this Section 10.2(a), "Pre-Closing Returns"Stockholder promptly following request therefor). All such Pre-Closing Tax Returns shall be prepared in a manner consistent with prior past practice, except as otherwise required by Law. The Company or the Stockholder Representative as the case may be shall provide Parent with copies of completed drafts of such completed Pre-Closing Tax Returns at least thirty twenty (20) days prior to the due date for filing thereof, along with supporting workpaperswork papers, for Parent's ’s review and approval, which shall such approval not to be unreasonably withheld; provided that Parent's approval shall not , and a summary of the costs incurred and reasonably expected to be considered unreasonably withheld if it fails to approve any position which would adversely affect incurred in connection with the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closingpreparation and filing of such Tax Returns. The Company Stockholder Representative and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In , provided that, in the event that the Stockholder Representative and Parent are unable to resolve any dispute with respect to such Tax Return at least ten days disagreement is not resolved prior to the due date for filingof any such Tax Return, such dispute the Company Stockholder shall be resolved pursuant permitted to file such Tax Return (and Parent shall provide the Company Stockholder with any required power of attorney or other similar authorization) as prepared by the Company Stockholder in good faith. The preparation and filing of any Tax Returns described in this Section 7.1(b)(i)(A) shall not be subject to Section 10.5, which resolution shall be binding on the Parties7.5. Parent shall file or cause to be filed reimburse the Company Stockholder promptly upon request therefor for fifty percent (50%) of all costs and expenses incurred by the Company Stockholder in connection with the preparation and filing of such Pre-Closing Returns to the extent such returns are due following the Closing DateTax Returns.

Filing of Tax Returns; Payment of Taxes. (ai) The Company Following the Closing Date, the Stockholders’ Representative shall, at the Stockholders’ expense, prepare and shall file, or cause the Company Subsidiaries to timely file be prepared and filed, all Tax Returns required of the Company and its Subsidiaries that relate to be filed by it a taxable period ending on or prior to the Closing Date and shall pay or cause to be paid all Taxes shown due thereon. The Stockholder Representative shall cause thereon (except to be prepared all other Tax Returns the extent the amount of such Taxes was included as a Current Liability in the calculation of the Company and Closing Working Capital, in which case the Company Subsidiaries for all taxable periods ending on or before Closing (all amount of such Tax Returns described in Taxes shall be paid by the first and second sentence of this Section 10.2(a), "Pre-Closing Returns"Surviving 40 Corporation to the Stockholders’ Representative promptly following request therefor). All such Pre-Closing Tax Returns shall be prepared in a manner consistent with prior past practice, except as otherwise required by Law. In connection with the preparation and filing of such Tax Returns, (i) all items accruing on the Closing Date shall be allocated to the Company’s taxable period ending on the Closing Date pursuant to Treasury Regulations § 1.1502-76(b)(1)(ii)(A)(1) (and not pursuant to the “next day” rule under Treasury Regulations § 1.1502-76(b)(1)(ii)(B) or pursuant to the ratable allocation method under Treasury Regulations §§ 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)), and (ii) no election shall be made to waive any carryback of net operating losses under Code § 172(b)(3) on any Tax Return of the Company filed in respect of a taxable period ending on or before the Closing Date. The Company or the Stockholder Stockholders’ Representative as the case may be shall provide Parent with copies of completed drafts of such completed Pre-Closing Tax Returns at least thirty days prior to the filing thereof, along with supporting workpapers, for Parent's review and approval, which shall not be unreasonably withheld; provided that Parent's approval shall not be considered unreasonably withheld if it fails to approve any position which would adversely affect the Parent, the Company or any Company Subsidiary in any taxable period ending after the Closing. The Stockholder Representative and Parent 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 Stockholder Representative and Parent are unable to resolve any dispute with respect to such Tax Return at least ten twenty (20) days prior to the due date for filingfiling thereof, such dispute shall be resolved pursuant to Section 10.5, which resolution shall be binding on the Parties. Parent shall file or cause for Parent’s review and approval (not to be filed all unreasonably withheld, conditioned or delayed). The Stockholders’ Representative shall make such Pre-Closing changes to such Tax Returns to as may be reasonably requested by Parent, provided that such changes do not increase the extent Company’s liability for Taxes due under such returns Tax Returns unless such changes are due following the Closing Daterequired by law.