Common use of Other Tax Returns Clause in Contracts

Other Tax Returns. The Purchaser shall be entitled to prepare and file or cause to be prepared and filed all Tax Returns of the Company and its Subsidiaries for any taxable period ending on or prior to the Closing Date that are due after the Closing Date (including any Straddle Tax Period Tax Returns and taking account of extensions of time to file Tax Returns) (“Purchaser Prepared Tax Returns”), other than Flow-Through Income Tax Returns that are prepared by Seller pursuant to Section 5.9(a). Each Purchaser Prepared Tax Return shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Purchaser shall provide the Seller with a copy of each such Purchaser Prepared Tax Return that includes Pre-Closing Taxes for which the Seller is liable under this Agreement, for its review, comment, and approval, no later than thirty (30) days (or, in the case of a Purchaser Prepared Tax Return that is not an income Tax Return, no later than seven (7) days) prior to the due date for filing such Tax Return, provided that if any such Tax Return is due less than thirty (30) days (or less than seven (7) days, in the case of a Tax Return that is not an income Tax Return) after the Closing, then the Purchaser shall deliver a draft of such Tax Return as soon as practicable after the Closing; provided that failure to so deliver any such Tax Return shall not affect any liability of the Seller for Taxes pursuant to this Agreement. The Seller and the Purchaser shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Purchaser Prepared Tax Return and, if they are unable to do so, the disputed items shall be submitted to a nationally recognized accounting firm for resolution (within a reasonable time, taking into account the deadline for filing such Tax Return), which such resolution shall be final and binding on the parties.

Other Tax Returns. The Purchaser shall be entitled to prepare and file file, or cause to be prepared and filed duly and timely filed, (i) all of the Tax Returns of the Company and its each Company Subsidiary for all taxable periods that begin on or before and end after the Closing Date and (ii) any non-Income Tax Returns of the Company and Company Subsidiaries for any taxable periods ending on or prior to the Closing Date which are required to be filed after the Closing Date. Such Tax Returns shall be true, correct and complete, shall be prepared on a basis consistent with the similar Tax Returns for the immediately preceding period, and shall not make, amend or revoke any election or change any accounting practice relating to such Tax Returns without the Seller Representatives’ consent, which consent shall not be unreasonably conditioned, withheld or delayed. The Purchaser shall give a copy of each such Tax Return to the Seller Representatives with sufficient time for their review and comment prior to filing, and shall consider in good faith any comments received from the Seller Representatives. The Purchaser shall cause the Company or the Company Subsidiaries, as applicable, to duly and timely pay any Tax shown to be due and owing on any such Tax Returns. Except as otherwise specified in Section 9.8(a), the Sellers shall pay to the Purchaser within thirty (30) days after the later of the date on which such Taxes are paid or such Tax Returns are filed with respect to such periods an amount equal to the portion of such Taxes for which Sellers are responsible and which relates to the portion of such Tax period ending on or prior to the Closing Date that are due after Date, to the Closing Date (including any Straddle Tax Period Tax Returns and taking extent such Taxes were not taken into account of extensions of time to file Tax Returns) (“Purchaser Prepared Tax Returns”), other than Flow-Through Income Tax Returns that are prepared by Seller in computing the Purchase Price adjustment pursuant to Section 5.9(a2.3. For the purposes of this Section 9.8(c). Each Purchaser Prepared Tax Return shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Purchaser shall provide the Seller with a copy of each such Purchaser Prepared Tax Return that includes Pre-Closing Taxes for which the Seller is liable under this Agreement, for its review, comment, and approval, no later than thirty (30) days (or, in the case of any Taxes that are imposed for a Purchaser Prepared Tax Return period that is includes (but does not an income end on) the Closing Date, the portion of such Tax Return, no later than seven (7) days) prior which are deemed allocable to the due date for filing portion of such Tax Return, provided that if any such Tax Return is due less than thirty taxable period ending on the Closing Date shall (30x) days (or less than seven (7) days, in the case of a Tax Return that is not an income Tax Return) after any real or personal property Taxes or fixed dollar Taxes shall be deemed to be the Closing, then the Purchaser shall deliver a draft amount of such Tax Return as soon as practicable for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date, and the denominator of which is the number of days in the entire taxable period, and (y) in the case of any other Taxes, shall be deemed equal to the amount which would be payable if the relevant taxable period ended on the Closing Date, and in each case the balance of the Taxes for the entire period shall be allocated to the portion of the period beginning after the Closing; provided that failure Closing Date. Any credits relating to so deliver any such a Tax Return period shall not affect any liability be allocated in the manner set forth in clause (y) above. All determinations necessary to give effect to the foregoing allocations shall be made in a manner consistent with reasonable prior practice of the Seller for Taxes pursuant to this Agreement. The Seller Company and the Purchaser shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Purchaser Prepared Tax Return and, if they are unable to do so, the disputed items shall be submitted to a nationally recognized accounting firm for resolution (within a reasonable time, taking into account the deadline for filing such Tax Return), which such resolution shall be final and binding on the partiesCompany Subsidiaries.

Other Tax Returns. The Except as provided in Section 7.10(c)(i) above, the Purchaser shall be entitled have the exclusive authority and obligation to prepare and file timely file, or cause to be prepared and filed timely filed, all Tax Returns of the Company and its Subsidiaries for any taxable period ending on or prior to the Closing Date Subsidiaries; provided, however, that are due after (i) the Closing Date (including any Straddle Tax Period Tax Returns and taking account of extensions of time to file Tax Returns) (“Purchaser Prepared Tax Returns”), other than Flow-Through Income Tax Returns that are prepared by Seller pursuant to Section 5.9(a). Each Purchaser Prepared Tax Return shall be prepared consistent with past practices, except as otherwise required by applicable Law. The Purchaser shall provide the Seller with draft Tax Returns for the Company and the Subsidiaries required to be prepared by the Purchaser pursuant to this sentence for a copy of each such Purchaser Prepared Tax Return that includes Pre-Closing Taxes for which the Seller is liable under this Agreement, for its review, comment, and approval, no later than thirty Straddle Period (30as defined in Section 7.10(d)) at least twenty (20) days (or, in the case of a Purchaser Prepared Tax Return that is not an income Tax Return, no later than seven (7) days) prior to the earlier of the due date for filing such Tax ReturnReturns (including extensions) or the anticipated date of filing such Tax Returns, provided together with a statement setting forth the amount of Tax for which the Seller may be responsible pursuant to Section 7.10(b) (the "Tax Statement") provided, however, that the Purchaser shall not be required to provide the Seller with a draft of any Tax Returns for real or personal property Taxes if the Tax shown due attributable to the Pre-Closing Tax Period does not exceed the amount of such Tax that was treated as a current liability in the determination of Final Working Capital, (ii) within ten (10) days following receipt of such draft Tax Returns, the Seller shall notify the Purchaser of the existence of any objection the Seller may have to any items set forth on such draft Tax Returns or Tax Statement, and (iii) if, after consulting in good faith, the Purchaser and the Seller are unable to resolve such objection(s), such objection(s) shall be referred to an independent accounting firm mutually acceptable to the Purchaser and the Seller for resolution on a basis consistent with the past practices of the Company and the Subsidiaries with respect to such items. If such independent accounting firm is unable to make a determination with respect to any disputed item within five (5) days prior to the due date for the filing of the Tax Return in question, then the Purchaser may file such Tax Return on the due date therefor without such determination having been made and without the Seller's consent. Notwithstanding the filing of such Tax Return, such independent accounting firm shall make a determination with respect to any disputed item, and the amount of Taxes for which the Seller is due less than thirty (30responsible under Section 7.10(b) days (or less than seven (7) days, shall be as determined by such independent accounting firm. The fees and expenses of such independent accounting firm shall be paid in the case same manner as the costs of the Independent Accountant are borne under Section 2.4(d). If a Tax Return that for a Straddle Period is not referred to an income independent accounting firm under this Section 7.10(c), then the Seller shall pay to the Purchaser the amount for which the Seller is responsible under Section 7.10(b) within five (5) days prior to the due date for such Tax Return. If a Tax Return for a Straddle Period is referred to an independent accounting firm under this Section 7.10(c), then the Seller shall pay to the Purchaser the amount for which the Seller is responsible under Section 7.10(b) within five (5) days following the determination of such independent accounting firm. Neither Purchaser nor any of its Affiliates (including, after the Closing, then the Purchaser shall deliver a draft Company and the Subsidiaries) shall, without the prior written consent of such Seller, make or change any Pre-Closing Tax Period election of or with respect to the Company and/or any Subsidiary or amend, refile or otherwise modify (or grant an extension of any applicable statute of limitations with respect to) any Tax Return as soon as practicable after the Closing; provided that failure to so deliver any such Tax Return shall not affect any liability of the Seller Company and/or any Subsidiary for Taxes pursuant to this Agreement. The Seller and the Purchaser shall consult with each other and attempt in good faith to resolve any issues arising as a result Pre-Closing Tax Period (including a portion of such Purchaser Prepared Tax Return and, if they are unable to do so, the disputed items shall be submitted to a nationally recognized accounting firm for resolution (within a reasonable time, taking into account the deadline for filing such Tax ReturnStraddle Period), which such resolution shall be final and binding on the parties.

Other Tax Returns. The Purchaser Buyer shall be entitled to timely prepare and file or cause to be prepared all (i) all non-income Tax Returns of the LLC that are to be filed after the Closing Date, and filed (ii) all Tax Returns of the Company and its Subsidiaries LLC for any taxable period ending all periods beginning on or prior to before the Closing Date that are due and ending after the Closing Date (including any a “Straddle Tax Period Period”). Such Tax Returns and taking account of extensions of time to file Tax Returns) (“Purchaser Prepared Tax Returns”), other than Flow-Through Income Tax Returns that are prepared by Seller pursuant to Section 5.9(a). Each Purchaser Prepared Tax Return shall be prepared in a manner consistent with the past practices, custom and practice of the Company in preparing its Tax Returns except as otherwise required by applicable Law. The Purchaser Buyer shall provide the Seller with a copy of deliver each such Purchaser Prepared Tax Return that includes Pre-Closing Taxes to Seller at least 20 Business Days prior to its due date (taking into account applicable extensions) for which the Seller is liable under this Agreement, for its review, comment, Seller’s review and approval, no later than thirty (30) days (or, in . In the case of a Purchaser Prepared Tax Return that is not an income Tax Return, no later than seven (7) days) prior event Seller requests revisions to the due date for filing such Tax Return, provided that if any such Tax Return is due less than thirty (30) days (or less than seven (7) dayswithin ten Business Days of receipt thereof, in the case of a Tax Return that is not an income Tax Return) after the Closing, then the Purchaser shall deliver a draft of such Tax Return as soon as practicable after the Closing; provided that failure to so deliver and Buyer disagrees with any such Tax Return revisions, the parties shall not affect any liability of the Seller for Taxes pursuant to this Agreement. The Seller and the Purchaser shall consult with each other and attempt in good faith to resolve any issues arising as a result of such Purchaser Prepared Tax Return anddisagreement, if they are unable to do so, failing which the disputed items disagreement shall be submitted to a nationally recognized accounting firm the Arbitrator for resolution (within the expenses of which shall be shared in a reasonable time, manner similar to that set forth in Section 2.05(e)) at least five Business Days prior to the date such Tax Return is due (taking into account the deadline for filing applicable extensions). Buyer shall timely file (taking into account applicable extensions) such Tax ReturnReturns as finally prepared pursuant to this Section 6.14(b). If the Arbitrator does not resolve the disagreement by such date, which such resolution the Tax Return shall be timely filed in accordance with Buyer's position and, if the Arbitrator subsequently resolves such disagreement in accordance with Seller's position, Seller and Buyer shall amend such Tax Return to reflect the Arbitrator's final resolution. Seller shall pay, or cause to be paid, an amount of Taxes owed with respect to such Tax Returns equal to: (A) in the case of a Pre-Closing Tax Return, all Taxes owed with respect to such Tax Returns, and binding (B) in the case of a Straddle Period, the portion of such Taxes which relates to the portion of such taxable period occurring on or before the partiesClosing Date determined pursuant to Section 6.14(a); provided, however, that Seller shall pay not pay any particular amount of Tax pursuant to this sentence to the extent the Tax is taken into account in determining Final Working Capital. Seller shall pay or cause to be paid such amounts of Taxes within five Business Days of receiving demand therefor from Buyer.