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

Filing of Tax Returns; Payment of Taxes. With respect to each Tax Return (other than the Final Federal Income Tax Returns) covering a Taxable period beginning on or before the Closing Date that is required to be filed after the Closing Date by or for an Acquired Entity (collectively, the “Acquirer Prepared Tax Returns”), Acquirer shall (A) cause such Tax Return to be prepared, (B) cause to be included in such Tax Return all Tax Items required to be included therein, (C) provide Contributors with a copy of such Tax Return no later than thirty (30) calendar days prior to the due date thereof for their review and comment and (D) cause such Tax Return to be filed timely with the appropriate Taxing Authority. Contributors shall (1) prepare, or cause to be prepared, the Final Federal Income Tax Returns, (2) cause to be included in such Tax Returns all Tax Items required to be included therein, (3) provide Acquirer with a copy of such Tax Returns no later than thirty (30) calendar days prior to the due date thereof and (4) cause such Tax Returns to be filed timely with the appropriate Taxing Authority. Not later than five (5) calendar days prior to the due date of each Acquirer Prepared Tax Return, Contributors shall pay to Acquirer the amount of such Contributor’s Taxes with respect to such Tax Return. Acquirer shall cause each such Acquired Entity to file each such Tax Return and timely pay the Taxes shown due on such Tax Return.

Filing of Tax Returns; Payment of Taxes. With respect to each Tax Return (other than the Final Federal Income Tax Returns) covering a Taxable period beginning on or before the Closing Effective Date that is required to be filed after the Closing Date by or for an Acquired Entity (collectively, the “Acquirer Prepared Tax Returns”), Acquirer shall (A) cause such Tax Return to be prepared, (B) cause to be included in such Tax Return all Tax Items required to be included therein, (C) provide Contributors the MCE Parties with a copy of such Tax Return no later than thirty (30) calendar 30 days prior to the due date thereof for their review and comment and (D) cause such Tax Return to be filed timely with the appropriate Taxing Authority. Contributors The MCE Parties shall (1) prepare, or cause to be prepared, the Final Federal Income Tax Returns, (2) cause to be included in such Tax Returns all Tax Items required to be included therein, (3) provide Acquirer with a copy of such Tax Returns no later than thirty (30) calendar 30 days prior to the due date thereof and (4) cause such Tax Returns to be filed timely with the appropriate Taxing Authority. Not later than five (5) calendar days prior to the due date of each Acquirer Prepared Tax Return, Contributors the MCE Parties shall pay to Acquirer the amount of such Contributorany MCE Party’s Taxes with respect to such Tax Return. Acquirer shall cause each such the Acquired Entity to file each such the Tax Return and timely pay the Taxes shown due on such Tax Return.

Filing of Tax Returns; Payment of Taxes. With respect (i) Seller shall cause the Company to each 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. Seller shall prepare or cause to be prepared and timely file or cause to be timely filed all IRS Forms 1120-S, U.S. Income Tax Return for an S Corporation (other than and any comparable state or local Tax Return), of the Final Federal Income Tax Returns) covering a Taxable period beginning Company for all taxable periods ending on or before the Closing Date that is required and shall pay, or cause to be filed after the Closing Date by paid, any Taxes shown due thereon. Seller shall cause all items of income, gain, loss, deduction and credit or for an Acquired Entity (collectively, the “Acquirer Prepared other Tax Returns”), Acquirer shall (A) cause such Tax Return to be prepared, (B) cause items required to be included in such a Tax Return all (“Tax Items required Items”) recognized by the Company to be included therein, allocated for federal income Tax purposes (Cand any applicable state or local Tax purposes) between the portion of the taxable period in which the Closing occurs during which the Company is an S corporation under Section 1361(a) of the Code (and any comparable state or local Tax Laws) and the remainder of the taxable period in which the Closing occurs based on an interim closing of the books as of the close of business on the last day during which the Company is an S corporation. All Tax Returns described in this Section 9.5(b)(i) shall be prepared in a manner consistent with past tax accounting practice. Seller shall cause the Company to provide Contributors Purchaser with a copy copies of such completed Tax Return no later than thirty Returns at least twenty (3020) calendar days prior to the due date thereof for their filing thereof, along with all supporting workpapers, for Purchaser’s review and comment approval. Seller and (D) cause 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 Seller and Purchaser are unable to resolve any dispute with respect to any such Tax Return to be filed timely with the appropriate Taxing Authority. Contributors shall at least ten (110) prepare, or cause to be prepared, the Final Federal Income Tax Returns, (2) cause to be included in such Tax Returns all Tax Items required to be included therein, (3) provide Acquirer with a copy of such Tax Returns no later than thirty (30) calendar days prior to the due date thereof and (4) cause for filing, such Tax Returns dispute shall be resolved pursuant to Section 9.5(f), which resolution shall be filed timely with binding on the appropriate Taxing Authority. Not later than five (5) calendar days prior to the due date of each Acquirer Prepared Tax Return, Contributors shall pay to Acquirer the amount of such Contributor’s Taxes with respect to such Tax Return. Acquirer shall cause each such Acquired Entity to file each such Tax Return and timely pay the Taxes shown due on such Tax Returnparties.