Responsibility for Filing Tax Returns. The Seller shall timely prepare or cause to be prepared and file or cause to be filed, all Tax Returns with respect to the Acquired Subsidiary that are (i) required to be filed on or before the Closing Date; or (ii) filed on consolidated, unitary or combined basis with the Seller or any of its Affiliates. The Purchaser shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns for the Acquired Subsidiary that are required to be filed after the Closing Date. The Purchaser shall permit the Seller to review and comment on such Tax Returns described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. In accordance with Section 17.02 of the Master Purchase Agreement, the Seller shall pay to the Purchaser an amount equal to the portion of the Taxes shown on such Tax Returns that are attributable to the Tax periods or portions thereof ending on or before the Closing Date (pursuant to the allocation method described in Section 17.02 of the Master Purchase Agreement) but only to the extent that such Taxes were not paid by the Acquired Subsidiary prior to the Closing Date.
Appears in 4 contracts
Samples: Servicing Business Asset Purchase Agreement, Servicing Business Asset Purchase Agreement, Servicing Business Asset Purchase Agreement
