Common use of Responsibility for Filing Tax Returns Clause in Contracts

Responsibility for Filing Tax Returns. (i) The Parent shall prepare and file or cause to be prepared and filed all Tax Returns that are required to be filed by or with respect to the Blockers that are acquired at the Closing and the Group Companies that are due after the Closing Date. With respect to any Tax Returns for a taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) or with respect to any Straddle Period (a Pre-Closing Tax Period Tax Return and a Straddle Period Tax Return respectively, each a “Pre-Closing Return”), such Tax Returns shall be prepared in a manner consistent with past practice of any Blocker or Group Company, as applicable, unless otherwise required by Law. With respect to any Pre-Closing Return, Parent shall (i) deliver a copy of such Tax Return to the Representative for its review and approval not less than twenty (20) days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions) and (ii) make any changes requested by the Representative, unless such changes have no reasonable basis under applicable Tax Law. If the Parties disagree as to whether or not changes to any item reflected on any such Pre-Closing Return have no reasonable basis under applicable Tax Law, they shall negotiate in good faith to resolve such disagreement. If they cannot reach a final resolution within ten (10) days of the due date of such Pre-Closing Return (taking into account any applicable extension) the matter shall be submitted to the Dispute Resolution Arbiter for resolution, the costs of which shall be borne equally fifty percent (50%) by the Parent and fifty percent (50%) by the Representative.

Responsibility for Filing Tax Returns. (i) The Parent Purchaser shall prepare or cause to be prepared and file or cause to be prepared and filed all Tax Returns that are required of the Company and its Subsidiaries for Pre-Closing Tax Periods and Straddle Periods the due date of which (taking into account extensions of time to be filed by or with respect to the Blockers that are acquired at the Closing and the Group Companies that are due file) is after the Closing Date. With respect to any Tax Returns for a taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) or with respect to any Straddle Period (a Pre-Closing Tax Period Each such Tax Return and a Straddle Period Tax Return respectively, each a “Pre-Closing Return”), such Tax Returns shall be prepared in a manner consistent with past practice of any Blocker or Group Company, except as applicable, unless otherwise required by Lawapplicable Law or a change in facts. With respect to any Pre-Closing Return, Parent Purchaser shall (i) deliver provide the Sellers Representative with a copy of each such Tax Return at least 20 Business Days prior to filing (or as soon as reasonably practicable) for the Representative for its Sellers Representative's review and approval not less than twenty (20) days prior to the date on which comment and Purchaser shall consider such Tax Return is due to be filed (taking into account any applicable extensions) and (ii) make any changes requested by the Representative, unless such changes have no reasonable basis under applicable Tax Lawcomments in good faith. If the Parties disagree as to whether or Purchaser and the Sellers Representative are not changes to any item reflected on any such Pre-Closing Return have no reasonable basis under applicable Tax Law, they shall negotiate in good faith able to resolve such disagreement. If they cannot reach a final resolution any disagreements within ten (10) days of after such comments are delivered to the due date of Purchaser (or such Pre-Closing Return (taking into account any applicable extension) longer period as mutually agreed), the matter parties shall mutually engage the Dispute Resolution Firm and such disagreement shall be promptly submitted to the Dispute Resolution Arbiter Firm for resolution and any such Tax Return shall, to the extent practicable, be revised to reflect such resolution prior to the filing of such Tax Return or amended consistent with such resolution; provided, that notwithstanding anything herein to the costs of which contrary, Purchaser shall be borne equally fifty percent entitled to cause such Tax Return to be timely filed in accordance with applicable Law (50%) and shall amend such Tax Return as necessary to reflect any resolution by the Parent and fifty percent (50%) by the RepresentativeDispute Resolution Firm).

Responsibility for Filing Tax Returns. (i) The Parent shall prepare and file or cause to be prepared and filed timely file or cause to be timely filed, at the expense of Representative, all Tax Returns for the Surviving Corporation and its Subsidiaries that are required to be have not yet been filed by or with respect to the Blockers that are acquired at the Closing and the Group Companies that are due after as of the Closing Date. With respect to any Tax Returns for a taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) or with respect to any Straddle Period (a Pre-Closing Tax Period Tax Return and a Straddle Period Tax Return respectively, each a “Pre-Closing Return”), such Tax Returns shall be prepared in a manner consistent with past practice of any Blocker or Group Companypractice, except as applicable, unless otherwise required by applicable Law. With respect to any Pre-Closing Return, Parent shall (i) deliver a copy of to Representative any such Tax Return to the Representative for its review and approval not comment no less than twenty (20) 30 days prior to before the date on which applicable due date. Within 10 days of receiving any such Tax Return is due Return, Representative shall provide to be filed (taking into account any applicable extensions) Parent written comments. Representative and (ii) make any changes requested by the Representative, unless such changes have no reasonable basis under applicable Tax Law. If the Parties disagree as to whether or not changes to any item reflected on any such Pre-Closing Return have no reasonable basis under applicable Tax Law, they Parent shall negotiate in good faith to resolve any dispute with respect to such disagreement. If Tax Returns and comments, but if they cando not reach a final resolution within ten (10) at least 10 days of before the applicable due date for such Tax Return, such dispute shall be referred to the Accounting Firm for resolution prior to such due date in accordance with the procedure in Section 1.06(c). Neither the Surviving Corporation nor any of such its Subsidiaries shall (and Parent shall not cause any of them to) waive any carryback of any net operating loss, capital loss or credit on any Tax Return with respect to any Pre-Closing Tax Period. Unless otherwise required by Law, Parent shall not, without Representative’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) cause or permit the Surviving Corporation or any of its Subsidiaries to amend any Tax Return (taking into account that relates in whole or in part to any applicable extension) the matter Pre-Closing Tax Period. Parent shall be submitted file at Representative’s reasonable request, and at Representative’s expense, an amended Tax Return for a Pre-Closing Tax Period to the Dispute Resolution Arbiter for resolution, the costs of which shall be borne equally fifty percent (50%) by the Parent and fifty percent (50%) by the Representativeextent it would produce a Tax refund.

Responsibility for Filing Tax Returns. (i) The Parent shall prepare and file or cause to be prepared and filed all Tax Returns that are required to be filed by or with respect to the Blockers that are acquired at the Closing and the Group Companies that are due after the Closing Date. With respect to any Tax Returns for a taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) or with respect to any Straddle Period (a Pre-Closing Tax Period Tax Return and a Straddle Period Tax Return respectively, each a “Pre-Closing Return”), such Tax Returns shall be prepared by the Parent in a manner consistent with past practice of any Blocker or Group Company, as applicable, Company unless otherwise required by Law. With respect to any Pre-Closing Return, Parent shall (i) deliver a copy of such Tax Return to the Representative for its review and approval not less than twenty thirty (2030) days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions) and (ii) provided that the Representative responds in writing to the Parent prior to the later of (A) ten (10) days after receipt of such Tax Return or (B) forty-five (45) days prior to the date on which such Tax Return is due to be filed, make any changes requested by the Representative, unless such changes have no reasonable basis under applicable Tax LawRepresentative that are not otherwise prohibited by Law and that do not cause material adverse tax consequences to the Parent in any post-closing tax period. If the Parties disagree as to whether or not changes revisions to any item reflected on any such Pre-Closing Return have no reasonable basis under applicable Tax Laware prohibited by Law or cause material adverse tax consequences to the Parent in any post-closing tax period , they shall negotiate in good faith to resolve such disagreement. If they cannot reach a final resolution within ten (10) days of the due date of such Pre-Closing Return (taking into account any applicable extension) the matter shall be submitted to the Dispute Resolution Arbiter for resolution, the costs of which shall be borne equally fifty percent (50%) by the Parent and fifty percent (50%) by the Representative.

Responsibility for Filing Tax Returns. (i) The Parent shall will prepare and file or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and its Subsidiaries that are required to be have not been filed by or with respect to the Blockers that are acquired at the Closing and the Group Companies that are due after as of the Closing Date. With respect Parent will timely pay or cause to be timely paid any amount shown as due on such Tax Returns. At least 20 days prior to the due date of any Tax Returns for a taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period”) or Return with respect to any Straddle Period (a Pre-Closing Tax Period which is related to a Specified Tax Matter, Parent will submit such Tax Return to the Representative to provide the Representative for review and a Straddle Period comment. Parent shall accept any reasonable written comments received from Representative at least 10 days prior to the due date of such Tax Return. If Parent and Representative cannot agree to any such comments within five days prior to the due date of any such Tax Return, Parent shall file such Tax Return respectivelyas prepared; provided, each a “Pre-Closing Return”)however, that Parent and Representative shall submit such disputed Tax Return to the Accounting Firm for review and resolution and if such Tax Return was not filed in accordance with the Accounting Firm’s final determination, then Parent shall amend such Tax Return accordingly. All such Tax Returns shall be prepared and filed in a manner that is consistent with the past practices of the Company and the Company Subsidiaries unless (i) Parent reasonably believes that such past practice of any Blocker is not more likely than not to be successfully defended in a judicial or Group Companyadministrative proceeding, as applicable(ii) such past practice resulted in an adjustment by a taxing authority, unless or (iii) otherwise required by applicable Law. With respect to any Pre-Closing Return, Parent shall (i) deliver a copy of such Tax Return to the Representative for its review and approval not less than twenty (20) days prior to the date on which such Tax Return is due to be filed (taking into account any applicable extensions) and (ii) make any changes requested by the Representative, unless such changes have no reasonable basis under applicable Tax Law. If the Parties disagree as to whether or not changes to any item reflected on any such Pre-Closing Return have no reasonable basis under applicable Tax Law, they shall negotiate in good faith to resolve such disagreement. If they cannot reach a final resolution within ten (10) days of the due date of such Pre-Closing Return (taking into account any applicable extension) the matter shall be submitted to the Dispute Resolution Arbiter for resolution, the costs of which shall be borne equally fifty percent (50%) by the Parent and fifty percent (50%) by the Representative.