Common use of Buyer Tax Returns Clause in Contracts

Buyer Tax Returns. Subject to the last sentence of this Section 7.3(a)(ii), Buyer shall be responsible for the preparation of and shall timely file or cause the Company to timely file all Tax Returns that are required to be filed by the Company for all Straddle Periods (the “Straddle Period Tax Returns”). Such Straddle Period Tax Returns shall be prepared in accordance with past practice of the Company except as otherwise required by Applicable Tax Law or with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). Buyer shall provide to Seller and its authorized Representatives a copy of such Straddle Period Tax Returns (including any amendment to any such Straddle Period Tax Returns), together with appropriate supporting information and schedules, at least thirty (30) days (or five (5) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return; provided, however, that Buyer shall not be required to provide to Seller or its authorized Representative any such Straddle Period Tax Return relating to non-income Taxes if such Straddle Period Tax Return shows either a zero dollar ($0) or statutory minimum Tax liability and relates to a jurisdiction in which the Company has previously filed a Tax Return relating to non-income Taxes of the same type (each, a “De Minimis Return”). Buyer shall consider in good faith such changes to such Tax Returns as are requested by Seller in writing delivered by Seller to Buyer no later than fifteen (15) days (or three (3) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return. Buyer shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns; provided that Seller shall pay Buyer the amount of Taxes for which Seller is liable under Section 11.1(a)(iii) of this Agreement with respect to each such Tax Return (other than any De Minimis Return that is not provided to Seller pursuant to the third sentence of this Section 7.3(a)(ii)) at least five (5) Business Days (or two (2) days in the case of any Straddle Period Tax Return relating to non-income Taxes) before the due date for filing the applicable Straddle Period Tax Return.

Buyer Tax Returns. Subject to the last sentence of this Section 7.3(a)(ii), Buyer shall timely prepare and file, or shall cause to be responsible for the preparation prepared and timely filed, all other Tax Returns of and shall timely file or cause the Company Entities and Blocker with respect to timely file all Tax Returns that are required to be filed by any tax period ending on or before the Company for all Closing Date or Straddle Periods Period, in each case, the due date of which is after the Closing Date (the “Straddle Period Buyer Tax Returns”). Such Straddle Period Buyer shall prepare such Tax Returns shall be prepared Returns, unless otherwise required by applicable Law, in accordance a manner consistent with the past practice practices of the Company except Entities and Blocker, provided that any Transaction Tax Deductions deducted on any such Tax Return shall be allocated to the tax period ending on the Closing Date or the portion of the Straddle Period ending on the Closing Date, as otherwise required applicable, to the maximum extent permitted by Applicable Tax Law or with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed)applicable Law. Buyer shall provide the Seller Representative with the right to Seller review and its authorized Representatives a copy of comment on any such Straddle Period Buyer Tax Returns no later than twenty (including any amendment to any such Straddle Period Tax Returns), together with appropriate supporting information and schedules, at least thirty (3020) days (or five (5) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return; provided, howeverand, that Buyer shall not be required with respect to provide to Seller or its authorized Representative any such Straddle Period Flow-Through Income Tax Return relating to non-income Taxes if such Straddle Period or Tax Return shows either a zero dollar ($0) that may impact the Taxes or statutory minimum Tax liability and relates to a jurisdiction in which the Company has previously filed a Tax Return relating to non-income Taxes liabilities of the same type (eachSellers or their indirect owners, a “De Minimis Return”). Buyer shall consider in good faith such any changes as are reasonably requested by the Seller Representative with respect to such Tax Returns as are requested by Seller in writing delivered by Seller to Returns. Notwithstanding the preceding, (i) if a Buyer no later than fifteen Tax Return is due within sixty (1560) days of the Closing, then Buyer shall provide such Tax Return for the Seller Representative’s review and comment as soon as practicable (or three which may be less than twenty (320) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return. Buyer shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns; provided that Seller shall pay Buyer the amount of Taxes for which Seller is liable under Section 11.1(a)(iii) of this Agreement with respect to each such Tax Return and (other than ii) in all events Buyer shall be permitted to file Tax Returns in a timely manner, provided that Buyer shall consider in good faith whether to amend any De Minimis such Tax Return that is not provided to Seller pursuant to the third sentence of this Section 7.3(a)(ii)) at least five (5) Business Days (or two (2) days in extent necessary to reflect any changes reasonably requested by the case of any Straddle Period Tax Return relating to non-income Taxes) before the due date for filing the applicable Straddle Period Tax ReturnSeller Representative.

Buyer Tax Returns. Subject to With the last sentence exception of this the Partnership Income Tax Returns described in Section 7.3(a)(ii)6.01(b) below, Buyer shall prepare, or cause to be responsible for the preparation of prepared, and shall timely file or cause the Company to be timely file filed, all Tax Returns that of or with respect to the Company for (i) all Pre-Closing Tax Periods which are required to be filed by after the Company Closing Date, and (ii) for all Straddle Periods (the each, a “Straddle Period Buyer Tax ReturnsReturn”). Such Straddle Period , which Tax Returns shall be prepared in accordance a manner consistent with past practice of the Company except as and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods, in each case unless otherwise required by Applicable Tax Law or with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed)applicable Law. Buyer shall provide to Seller and its authorized Representatives a copy of furnish such Straddle Period Buyer Tax Returns (including any amendment to any such Straddle Period Tax Returns), together with appropriate supporting information the Sellers’ Representative for its review and schedules, comment at least thirty (30) days prior to the due date for filing such in the case of an income Tax Return or as soon as reasonably practicable prior to the due date for filing such a Tax Return that is not an income Tax Return. The Sellers’ Representative and Buyer agree to timely consult with each other and to negotiate in good faith any timely-raised issue arising as a result of the review of such Tax Returns to permit the filing of such Tax Returns as promptly as possible, which good faith negotiations shall include each side exchanging in writing their positions concerning the matter or matters in dispute and a meeting (whether in person or telephone) to discuss their respective positions. If, within twenty (20) days following Buyer’s delivery of such a Buyer Tax Return, Sellers’ Representative and Buyer are unable to resolve any disagreement, Sellers’ Representative and Buyer shall endeavor in good faith to resolve such disagreement; provided, if Sellers’ Representative and Buyer are unable to resolve any disagreement within five (5) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior delivery of Sellers’ Representative delivering such written statement, then Sellers’ Representative and Buyer shall promptly submit their differences to the due date Independent Accountant for resolution (including any extension thereof) for the filing expenses of such Straddle Period Tax Return; providedwhich shall be shared in a manner similar to that set forth in Section 2.04(b)), however, that Buyer whose decision shall not be required to provide to Seller or its authorized Representative any such Straddle Period Tax Return relating to non-income Taxes if such Straddle Period Tax Return shows either a zero dollar ($0) or statutory minimum Tax liability final and relates to a jurisdiction in which the Company has previously filed a Tax Return relating to non-income Taxes of the same type (each, a “De Minimis Return”). Buyer shall consider in good faith such changes to such Tax Returns as are requested by Seller in writing delivered by Seller to Buyer no later than fifteen (15) days (or three (3) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return. Buyer shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns; provided that Seller shall pay Buyer the amount of Taxes for which Seller is liable under Section 11.1(a)(iii) of this Agreement with respect to each such Tax Return (other than any De Minimis Return that is not provided to Seller pursuant to the third sentence of this Section 7.3(a)(ii)) at least five (5) Business Days (or two (2) days in the case of any Straddle Period Tax Return relating to non-income Taxes) before the due date for filing the applicable Straddle Period Tax Returnbinding.

Buyer Tax Returns. Subject to the last sentence of this Section 7.3(a)(ii), Buyer shall prepare or cause to be responsible for the preparation of prepared and shall timely file or cause to be filed when due all Tax Returns for the Company Sold Entities with respect to timely file all any taxable period ending after the Closing Date and shall remit (or cause the Sold Entities to remit) any Taxes due in respect of such Tax Returns. With respect to Tax Returns that are required to be filed by the Company or with respect to any Sold Entity for all a Straddle Periods Period (the “Straddle Period Tax Returns”). Such , such Straddle Period Tax Returns shall be prepared by Buyer in accordance a manner consistent with past practice of the Company except as (unless otherwise required by Applicable applicable Law), and the Sellers or the Blocker Sellers, as applicable, shall be responsible for Taxes with respect to any Pre-Closing Tax Law or with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed). Buyer shall provide to Seller and its authorized Representatives a copy Period due in respect of such Straddle Period Tax Returns Returns. The Buyer shall notify the Sellers’ Representative of any amounts due from the applicable Seller or Blocker Sellers, in respect of any Straddle Return no later than ten (including any amendment 10) Business Days prior to any the date on which such Straddle Period Tax Returns)Return is due, together with appropriate supporting information and schedules, the Sellers’ Representative or the applicable Seller or Blocker Seller shall remit such payment to the Buyer no later than five (5) Business Days prior to the date such Straddle Return is due. The Buyer shall deliver any Straddle Return to the Sellers’ Representative for its review at least thirty (30) days (or five (5) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including on which such Tax Return is required to be filed. If the Sellers’ Representative disputes any extension thereof) for item on such Tax Return, it shall notify the filing Buyer of such Straddle Period Tax Return; provided, however, that Buyer disputed item (or items) and the basis for its objection. The parties shall not be required to provide to Seller or its authorized Representative any such Straddle Period Tax Return relating to non-income Taxes if such Straddle Period Tax Return shows either a zero dollar ($0) or statutory minimum Tax liability and relates to a jurisdiction in which the Company has previously filed a Tax Return relating to non-income Taxes of the same type (each, a “De Minimis Return”). Buyer shall consider act in good faith to resolve any such changes to such Tax Returns as are requested by Seller in writing delivered by Seller to Buyer no later than fifteen (15) days (or three (3) days in the case of any Straddle Period Tax Return relating to non-income Taxes) dispute prior to the due date (including on which the relevant Tax Return is required to be filed. If the parties cannot resolve any extension thereof) for disputed item, the filing item in question shall be resolved by an independent accounting firm mutually acceptable to the Sellers’ Representative and the Buyer. The fees and expenses of such Straddle Period Tax Return. Buyer accounting firm shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns; provided that Seller shall pay Buyer borne equally by the amount of Taxes for which Seller is liable under Section 11.1(a)(iii) of this Agreement with respect to each such Tax Return (other than any De Minimis Return that is not provided to Seller pursuant to Sellers’ Representative and the third sentence of this Section 7.3(a)(ii)) at least five (5) Business Days (or two (2) days in the case of any Straddle Period Tax Return relating to non-income Taxes) before the due date for filing the applicable Straddle Period Tax ReturnBuyer.