Common use of Other Tax Returns Clause in Contracts

Other Tax Returns. The Purchaser shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns (other than those the Sellers are entitled to prepare pursuant to Section 6.3(a) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed in respect of the Transferred Assets (including the Transferred Subsidiaries) or the Business after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns with respect to Transfer Taxes. With respect to Tax Returns for Pre-Closing Tax Periods or Straddle Periods, the Sellers shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns that are in excess of the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price. The Purchaser shall provide a draft of any such Tax Return for a Pre-Closing Tax Period or Straddle Period for which the Sellers may have an indemnification obligation pursuant to Section 10.2 to the Parent Seller on or prior to the date that is ten (10) Business Days prior to the due date (including extensions), along with a supporting schedule that shows the allocation of the portion of the Taxes shown as due on such Tax Return to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on such Tax Return, it shall notify the Purchaser of such disputed item (or items) and the basis for its objection. The Purchaser and the Parent Seller shall cooperate in good faith to resolve any dispute as to any matter in such Tax Return. If the parties cannot resolve any disputed item, the item in question shall be resolved by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable to such income.

Other Tax Returns. The Purchaser Acquirer and Company shall prepare and timely file, or cause to be prepared and timely filed, file or cause to be filed all Tax Returns (other than those for the Sellers Company and its Subsidiaries that are entitled to prepare pursuant to Section 6.3(a) or Section 6.3(e)), including those relating to Transfer Taxes (unless the Sellers are required to file such Tax Returns related to Transfer Taxes), required to be filed in respect of the Transferred Assets (including the Transferred Subsidiaries) or the Business after the Closing Date. The Sellers shall cooperate with the Purchaser in respect of preparing any Tax Returns of the Company and it Subsidiaries with respect to Transfer Taxesany tax period beginning before the Closing Date shall be prepared in a manner consistent with past practices employed with respect to the Company and its Subsidiaries, except where a contrary manner is required by law. With respect to each Tax Returns Return for Pre-any tax periods beginning before the Closing Tax Periods or Straddle PeriodsDate, the Sellers Acquirer shall be responsible for the Pre-Closing Taxes due in respect provide Seller a draft of such Tax Returns Return at least twenty (20) days prior to the filing date in order to permit Seller to review and comment on each such Tax Return, but only to the extent that are in excess of the amount of Taxes which are included as Current Liabilities and taken into account in determining the Purchase Price. The Purchaser shall provide a draft of any such Tax Return for would a Pre-Closing reflect a Tax Period or Straddle Period liability for which the Sellers may have an indemnification obligation pursuant Seller could be liable under this Agreement. Acquirer and Seller shall attempt in good faith mutually to Section 10.2 to the Parent Seller on or prior to the date that is ten (10) Business Days resolve any disagreement regarding such Tax Returns prior to the due date of filing thereof and, if they are unable to do so, the disputed items shall be resolved (including extensions)within a reasonable time, along with taking into account the deadline for filing such Return) by independent accountants acceptable to Seller and Acquirer. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis, provided, however, that if after using reasonable best efforts, the parties are unable to resolve the matter in dispute before any Tax Return that is the subject of a supporting schedule that shows the allocation of the portion of the Taxes shown as due on disagreement is due, such Tax Return may be filed as prepared by Acquirer and Company, subject to adjustment or amendment upon resolution, and the making of any payments necessary to give effect to the Pre-Closing Tax Period, for the Parent Seller’s review and approval, such approval not to be unreasonably withheld, delayed or conditioned. If the Parent Seller disputes any item on such Tax Return, it shall notify the Purchaser of such disputed item (or items) and the basis for its objectionresolution. The Purchaser costs and expenses relating to the Parent Seller shall cooperate in good faith to resolve any dispute as to any matter in such Tax Return. If the parties cannot resolve any disputed item, the item in question resolution shall be resolved borne equally by an Accounting Firm in a manner consistent with Section 2.6(c) prior to the due date (with extensions) for such Tax Return. The Sellers shall include the income of the Business and its Transferred Subsidiaries (including any deferred income triggered into income under Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19, and any income triggered under any comparable provisions of state, local or foreign Tax law) resulting from or related to Contemplated Transactions on the relevant Tax Returns for all periods through and including the Closing Date and pay any Taxes attributable to such incomeparties.