Common use of Filing of Returns and Payment of Taxes Clause in Contracts

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets or their use attributable to any taxable period which ends on or prior to the Closing Date (herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authorities, it is necessary that a Party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient's request, cost and expense; PROVIDED, HOWEVER, that no Party shall be entitled to review or examine the Tax Returns of any other Party. For purposes of this Section 3.2., in the case of any Taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for the Post-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. Seller [...***...] shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax returns, reports and forms (herein "“Tax Returns"”) and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets or their use attributable to any taxable period which ends on or prior to the Closing Date (herein "“Pre-Closing Tax Period"”). Buyer […***…] shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authoritiesGovernmental Authorities, it is necessary that a Party party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient's ’s request, cost and expense; PROVIDEDexpense provided, HOWEVERhowever, that no Party party shall be entitled to review or examine the Tax Returns of any other Partyparty. For purposes of this Section 3.2., in the case of any Taxable period that includes (but does not end on) the Closing Date (a "“Straddle Period"”), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not party of the PostPre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax returns, reports and forms (herein "Tax ReturnsTAX RETURNS") and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets or their use and the Assumed Liabilities attributable to any taxable period which ends on or prior to the Closing Date (herein "PrePRE-Closing Tax PeriodCLOSING TAX PERIOD"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets and the Assumed Liabilities attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authoritiesGovernmental Authorities, it is necessary that a Party party be EXECUTION COPY furnished with additional information, documents or records relating to the Transferred AssetsAssets and the Assumed Liabilities, both Seller and Buyer agree to use reasonable efforts to furnish or make available such existing, non-privileged information at the recipient's request, cost and expense; PROVIDEDexpense provided, HOWEVERhowever, that no Party party shall be entitled to review or examine the Tax Returns of any other Partyparty. For purposes of this Section 3.2., in the case of any Taxable period that includes (but does not end on) the Closing Date (a "Straddle PeriodSTRADDLE PERIOD"), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part of the PostPre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.

Filing of Returns and Payment of Taxes. Seller shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax returns, reports and forms (herein "Tax Returns") and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets or their use attributable to any taxable period which ends on or prior to the Closing Date (herein "Pre-Closing Tax Period"). Buyer shall prepare and file, or cause to be prepared and filed, with the appropriate authorities all Tax Returns, and shall pay, or cause to be paid, when due all Taxes relating to the Transferred Assets attributable to taxable periods which are not part of the Pre-Closing Tax Period. If, in order to properly prepare its Tax Returns or other documents required to be filed with governmental authoritiesGovernmental Authorities, it is necessary that a Party party be furnished with additional information, documents or records relating to the Transferred Assets, both Seller and Buyer agree to use reasonable efforts to furnish or make available such non-privileged information at the recipient's request, cost and expense; PROVIDEDexpense provided, HOWEVERhowever, that no Party party shall be entitled to review or examine the Tax Returns of any other Partyparty. For purposes of this Section 3.2., in the case of any Taxable taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the Taxes for the Pre-Closing Tax Period shall be computed as if the Pre-Closing Tax Period ended as of the close of business on the Closing Date and the amount of Taxes for taxable periods that are not part of the PostPre-Closing Tax Period shall be the excess, if any, of (x) the Taxes for the Straddle Period over (y) the Taxes for the Pre-Closing Tax Period.