Seller shall pay Buyer an amount equal to any such Taxes payable by Buyer which are attributable to the Seller Tax Period, and Buyer shall pay Seller an amount equal to any such Taxes payable by Seller which are not attributable to the Seller Tax Period.
The Seller shall be given the opportunity to review, comment upon and suggest changes or corrections to, any Tax Returns covered by this Section 8.04(b) which include any Seller Tax Period (and the work papers of the Group Members and their accountants used in the preparation thereof), in each case prior to the filing thereof (but in no event less than 30 days prior to such filing).
Acquiror agrees to waive any carryback of any Tax loss or other Tax attribute from an Acquiror Tax Period to a Seller Tax Period, if and to the extent permitted by applicable Law.
Applications for Parent's Refunds of Taxes, and the filing of amended Tax Returns with respect to any Seller Tax Period resulting in Parent's Refunds shall be made and prosecuted only by the Parent or the Seller.
Neither the Purchaser nor any Group Member shall amend, or take any similar action with respect to, any Tax Return filed by the Parent, the Seller or by any Group Member with respect to any Seller Tax Period without the prior written consent of the Parent; provided that the foregoing shall not apply to any amended Tax Return which may be required by law following resolution of a Tax dispute conducted in accordance with this Agreement.