Common use of Preparation of Returns Clause in Contracts

Preparation of Returns. (i) All Returns for a Purchased Entity or Corporate Entity (other than Mountain Mobile) with respect to any Pre-Closing Period that are to be filed after the date of this Agreement and before the Closing Date shall be prepared and filed by Seller and Seller shall pay all taxes due on those Returns. Any federal consolidated income tax return and any state consolidated, unitary or combined income tax return that includes a Corporate Entity with respect to any Pre-Closing Period and that is to be filed after the Closing Date shall be prepared and filed by Seller and Seller shall pay all Taxes shown as due on those Returns. If any amount shown as due on those Returns is the obligation of Purchasers under Section 10.5(d)(ii), Purchasers shall pay such amount to Seller at least five business days prior to the filing of such Returns. The Returns described above shall be prepared in accordance with the Return Preparation Standard insofar as such Returns relate to a Purchased Entity (other than Mountain Mobile). Seller shall provide Purchaser with a copy of each such Return (and supporting schedules) in the form proposed to be filed by Seller (a "Proposed Return") at least 30 days in advance of the due date for such Return. Purchaser and its authorized representatives shall have the right to review and comment on the Proposed Return and Seller shall make any changes reasonably requested by Purchaser in order to caused the Proposed Return to comply with the Return Preparation Standard. Neither Seller nor any affiliate shall file any amended Return or claim for Tax refund with respect to any Purchased Entity with respect to any Pre-Closing Period, without the consent of Purchaser, if the requested adjustment would increase the Tax liability of Purchaser for any period unless Seller or the affiliate, as the case may be, agrees to indemnify Purchaser for the full cost of such increased Tax liability of Purchaser.

Preparation of Returns. (i) All Returns for a Purchased Entity or Corporate P&P Entity (other than Mountain Mobile) with respect to any Pre-Closing Period that are to be filed after the date of this Agreement Effective Date and before the Closing Date shall be prepared and filed by Seller and Seller shall pay all taxes Taxes due on those Returns. Any federal consolidated income tax return and any state consolidated, unitary or combined income tax return that includes a Corporate P&P Entity with respect to any Pre-Closing Period and any Return for a P&P Entity for which Seller is liable for Income Taxes allocable to any Pre-Closing Period under Section 9.5(b)(i) and that is to be filed after the Closing Date shall be prepared and filed by Seller and Seller. Seller shall pay all Taxes shown as due on those Returns. If ; provided that if any amount shown as due on those Returns is the obligation of Purchasers under Section 10.5(d)(ii9.5(d)(ii), Purchasers shall pay such amount to Seller at least five business days Business Days prior to the filing of such Returns. The Returns described above shall be prepared in accordance with the Return Preparation Standard insofar as such Returns relate to a Purchased P&P Entity (other than Mountain Mobile). Seller shall provide Purchaser Purchasers with a copy of each such Return (and supporting schedules) in the form proposed to be filed by Seller (a "Proposed Return") at least 30 days in advance of the due date (including any extensions) for such Return. Purchaser Purchasers and its their authorized representatives shall have the right to review and comment on the Proposed Return Return, and Seller shall make any changes reasonably requested by Purchaser Purchasers in order to caused cause the Proposed Return to comply with the Return Preparation Standard. Neither Seller nor any affiliate Affiliate shall file any amended Return or claim for Tax refund with respect to any Purchased P&P Entity with respect to any Pre-Closing Period, without the consent of PurchaserPurchasers, if the requested adjustment would increase the Tax liability of Purchaser Purchasers for any period unless Seller or the affiliateAffiliate, as the case may be, agrees to indemnify Purchaser Purchasers for the full cost of such increased Tax liability of PurchaserPurchasers.

Preparation of Returns. (i) All Returns for a Purchased Entity or Corporate Entity (other than Mountain Mobile) with respect to any a Pre-Closing Period that are to be filed after the date of this Agreement and before the Closing Date shall be prepared and filed by Seller and Seller shall pay all taxes due on those ReturnsSeller. Any federal consolidated income tax return and any state consolidated, unitary or combined income tax return that includes a Corporate Entity with respect to any Pre-Closing Period and that is to be filed after the Closing Date shall be prepared and filed by Seller and Seller Sellers shall pay all Taxes shown as due on those Returns. If ; provided that if any amount shown as due on those Returns is the obligation of Purchasers Purchaser under Section 10.5(d)(iiSECTION 7.7(D)(II), Purchasers Purchaser shall pay such amount to Seller Sellers at least five business days (5) Business Days prior to the filing of such Returns. The Returns described above shall be prepared in accordance with the Return Preparation Standard insofar as such Returns relate to a Purchased Entity (other than Mountain MobileEntity. Where any Taxes shown as due on any Return are the obligation of Purchaser under SECTION 7.7(D)(II). Seller , Sellers shall provide Purchaser with a copy of each such Return (and supporting schedules) in the form proposed to be filed by Seller Sellers (a "Proposed ReturnPROPOSED RETURN") at least 30 days in advance of the due date (including any extensions) for such Return. ; Purchaser and its their authorized representatives shall have the right to review and comment on the Proposed Return Return, and Seller Sellers shall make any changes reasonably requested by Purchaser in order to caused cause the Proposed Return to comply with the Return Preparation Standard. Neither Seller Sellers nor any affiliate Affiliate shall file any amended Return or claim for Tax refund with respect to any Purchased Entity with respect to any Pre-Closing Period, without the consent of Purchaser, if the requested adjustment would increase the Tax liability of Purchaser for any period unless Seller Sellers or the affiliateAffiliate, as the case may be, agrees agree to indemnify Purchaser for the full cost of such increased Tax liability of Purchaser.

Preparation of Returns. (i) All The Seller shall prepare and timely file U.S. federal, state and local income and franchise Tax Returns relating to the Company for a Purchased Entity any Tax period ending on or Corporate Entity (other than Mountain Mobile) with respect prior to any Pre-the Closing Period that Date and which are required to be filed after the date Closing Date. With respect to any Returns for which the Seller has filing responsibility pursuant to the preceding sentence, the Company will be included in the consolidated, combined or unitary Tax Returns of this Agreement the Seller or an Affiliate of the Seller on a basis consistent with prior Tax years unless a different treatment is required by an intervening change in Law. The parties agree that if the Company is permitted, but not required, under applicable state or local income or franchise tax Laws to treat the Closing Date as the last day of a Tax period, they will treat the Tax period as ending on the Closing Date. The Seller shall prepare and before timely file all other Returns for any period ending on or prior to the Closing Date to the extent the Seller or an Affiliate of the Seller (other than the Company) previously was responsible for the preparation and filing of such returns for the immediately preceding Tax period. All such Returns required to be filed by the Seller pursuant to the preceding sentence for tax periods that include the Closing Date shall be prepared and filed by the Seller and Seller shall pay all taxes due on those Returns. Any federal consolidated income tax return and any state consolidated, unitary or combined income tax return that includes in a Corporate Entity with respect to any Pre-Closing Period and manner that is consistent with the prior practice of the Company (including, without limitation, prior Tax elections and accounting methods or conventions made or utilized by the Company), except as required by applicable Law or regulations. The Buyer shall prepare and timely file or cause the Company to prepare and timely file all Returns for which the Seller is not responsible pursuant to this Section 8.4. The Buyer will deliver to the Seller a complete and accurate copy of each Return required to be filed after by the Buyer or the Company under this Section 8.4 for Tax periods that include the Closing Date shall be prepared Date, and filed by Seller and Seller shall pay all Taxes shown as due on those Returns. If any amount shown as due on those Returns is the obligation of Purchasers under Section 10.5(d)(ii)amendment to such Return, Purchasers shall pay such amount to Seller at least five business 30 days prior to the filing of date such Returns. The Returns described above shall be prepared in accordance Return is filed with the Return Preparation Standard insofar as such Returns relate to a Purchased Entity (other than Mountain Mobile). Seller shall provide Purchaser with a copy of each such Return (and supporting schedules) in the form proposed to be filed by Seller (a "Proposed Return") at least 30 days in advance of the due date for such Return. Purchaser and its authorized representatives shall have the right to review and comment on the Proposed Return and Seller shall make any changes reasonably requested by Purchaser in order to caused the Proposed Return to comply with the Return Preparation Standard. Neither Seller nor any affiliate shall file any amended Return or claim for Tax refund with respect to any Purchased Entity with respect to any Pre-Closing Period, without the consent of Purchaser, if the requested adjustment would increase the Tax liability of Purchaser for any period unless Seller or the affiliate, as the case may be, agrees to indemnify Purchaser for the full cost of such increased Tax liability of Purchaserappropriate Taxing Authority.

Preparation of Returns. (i1) All Returns for a Purchased Entity or Corporate Entity (other than Mountain Mobile) with respect to any Pre-Closing Period that are to be filed after the date of this Agreement and before the Closing Date shall be prepared and filed by Seller and Seller shall pay all taxes due on those Returns. Any federal consolidated income tax return and any state consolidated, unitary or combined income tax return that includes a Corporate Entity with respect to any Pre-Closing Period and that is to be filed after the Closing Date shall be prepared and filed by Seller and Seller shall pay all Taxes shown as due on those Returns. If any amount shown as due on those Returns is the obligation of Purchasers under Section 10.5(d)(ii), Purchasers shall pay such amount to Seller at least five business days prior to the filing of such Returns. The Returns described above shall be prepared in accordance with the Return Preparation Standard insofar as such Returns relate to a Purchased Entity (other than Mountain Mobile). Seller shall provide Purchaser with a copy of each such Return (and supporting schedules) in the form proposed to be filed by Seller (a "Proposed Return") at least 30 days in advance of the due date for such Return. Purchaser and its authorized representatives shall have the right to review and comment on the Proposed Return and Seller shall make any changes reasonably requested by Purchaser in order to caused cause the Proposed Return to comply with the Return Preparation Standard. Neither Seller nor any affiliate shall file any amended Return or claim for Tax refund with respect to any Purchased Entity with respect to any Pre-Closing Period, without the consent of Purchaser, if the requested adjustment would increase the Tax liability of Purchaser for any period unless Seller or the affiliate, as the case may be, agrees to indemnify Purchaser for the full cost of such increased Tax liability of Purchaser.