Common use of Buyer Tax Returns Clause in Contracts

Buyer Tax Returns. Buyer shall file or cause the Company to timely file all Tax Returns related to Post-Effective Period Taxes and Straddle Period Tax Returns that are due after the Closing Date (other than any such returns that are the responsibility of Seller pursuant to Section 7.4(a)(i) above). Such Tax Returns that include Pre-Effective Periods shall be prepared in accordance with this Agreement and past practice of the Company except as otherwise required by Applicable Tax Law or with the prior written consent of Seller. At least thirty (30) days prior to the due date thereof, Buyer shall provide Seller drafts of such Tax Returns (including any amendment to any such Tax Returns) that include Pre-Effective Periods for review and comment, and Buyer shall make or cause to be made such changes to such Tax Returns as are reasonably requested by Seller. No later than five (5) days before the due date of any Tax Return prepared pursuant to this Section 7.4(a)(ii), the Seller shall pay to Buyer an amount equal to the portion of the Tax shown as due on such Tax Return for any Pre-Effective Period covered by such Tax Return (as determined in accordance with Section 7.4(a)(iii) below). For the avoidance of doubt, the foregoing provisions of this Section 7.4(a)(ii) shall not excuse Seller of its indemnification obligations pursuant to Section 7.1 if the amount of Taxes as ultimately determined for the periods covered by such Tax Return exceeds the amount determined pursuant to the foregoing with respect to such Tax Return.

Buyer Tax Returns. Buyer shall prepare or cause to be prepared and file or cause the Company to timely file be filed all Tax Returns related of the Company Entities not described in Section 7.09(a), and all Tax Returns of the Blockers, in each case, with respect to Post-Effective Period Taxes and any tax period ending on or before the Closing Date or Straddle Period Tax Returns that are the due date of which is after the Closing Date (other than Date. Any Transaction Tax Deductions deducted on any such returns that are Tax Return shall be allocated to the responsibility tax period ending on the Closing Date or the portion of Seller pursuant the Straddle Period ending on the Closing Date, as applicable, to Section 7.4(a)(i) abovethe maximum extent permitted by applicable Law (under not less than a “more likely than not” standard). Such To that extent that any such Tax Returns that include Pre-Effective Periods shall Return would reasonably be prepared in accordance with expected to materially decrease the amount paid to Sellers under this Agreement and past practice or materially increase the tax liability of Sellers or their direct or indirect owners, Buyer shall provide the Company except as otherwise required by Applicable Tax Law or Seller Representative with the prior written right to review and comment on and consent (such consent not to be unreasonably withheld, conditioned or delayed) to the filing of Seller. At least thirty any such Tax Return no later than ten (3010) days prior to the due date thereof, Buyer shall provide Seller drafts of for filing such Tax Returns (including any amendment to any such Tax Returns) that include Pre-Effective Periods for review and comment, and Return. Buyer shall make or cause to be made all such changes to such Tax Returns as are reasonably requested by Seller. No later than five (5) days before the due date of any Tax Return prepared pursuant to this Section 7.4(a)(ii), the Seller shall pay to Buyer an amount equal to the portion of the Tax shown as due on such Tax Return for any Pre-Effective Period covered by such Tax Return (as determined in accordance with Section 7.4(a)(iii) below). For the avoidance of doubt, the foregoing provisions of this Section 7.4(a)(ii) shall not excuse Seller of its indemnification obligations pursuant to Section 7.1 if the amount of Taxes as ultimately determined for the periods covered by such Tax Return exceeds the amount determined pursuant to the foregoing Representative with respect to such Tax ReturnReturns. Notwithstanding the foregoing, this Section 7.09(b) shall become inoperative upon the final determination of the Purchase Price pursuant to Section 1.05).

Buyer Tax Returns. Buyer shall prepare or cause to be prepared and shall timely file or cause the Company to be timely file filed all Tax Returns related to Post-Effective Period Taxes and Straddle Period Tax Returns required of the Transferred Press Subsidiaries for a taxable period that are due after includes (but does not end on or before) the Closing Date (other than a “Straddle Period”) and shall pay or cause to be paid all Taxes due in respect of such Tax Returns. Seller shall have the right to review such Tax Return and statement and all associated work papers prior to the filing of such Tax Return and such Tax Return shall not be filed without the consent of Seller, not to be unreasonably withheld, conditioned or delayed. With respect to any Tax Return for income Taxes required to be filed pursuant to this Section 10.1.2, Buyer shall deliver to Seller, at least 30 days (for income Tax Returns) and 5 days (for non-income Tax returns) prior to the due date for the filing of such returns that are Tax Return (taking into account extensions properly obtained), a statement setting forth the responsibility amount of Tax for which Seller is responsible pursuant to Section 7.4(a)(i) above)10.2.1 and a copy of such Tax Return. Such Tax Returns that include Pre-Effective Periods shall be prepared in accordance with this Agreement and past practice of the Company except as otherwise required by Applicable Tax Law or with the prior written consent of Seller. At least thirty No later than three (303) days prior to the due date thereof, Buyer shall provide Seller drafts for the filing of such Tax Returns Return (including any amendment to any such Tax Returns) that include Pre-Effective Periods for review and comment, and Buyer shall make or cause to be made such changes to such Tax Returns as are reasonably requested by Seller. No later than five (5) days before the due date of any Tax Return prepared pursuant to this Section 7.4(a)(iitaking into account extensions properly obtained), the Seller shall pay to Buyer an the amount equal to of Taxes set forth on the portion of statement described in the Tax shown as due on such Tax Return for any Pre-Effective Period covered by such Tax Return (as determined in accordance with Section 7.4(a)(iii) below)immediately preceding sentence. For the avoidance of doubt, the foregoing provisions of no payment obligation pursuant to this Section 7.4(a)(ii) 10.1.2 shall not excuse Seller of from its indemnification obligations pursuant to Section 7.1 this Article 10 if the amount of Taxes Taxes, as ultimately determined on audit or otherwise, for the periods covered by such Tax Return Returns, exceeds the amount determined pursuant to the foregoing with respect to such Tax Returnof Seller’s payment under this Section 10.1.2.