Common use of Amended Tax Returns Clause in Contracts

Amended Tax Returns. Except as otherwise required by applicable Tax Law, none of the Company, Buyer or any Affiliate of the Company or Buyer shall (or shall cause or permit the Company to) amend any Seller Pre-Closing Period Return or Buyer Pre-Closing Period Return, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Seller shall not amend any Tax Return of the Company without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer may amend or cause to be amended any Straddle Period Return (an “Amended Straddle Period Return”), provided that such Amended Straddle Period Return be submitted to Seller not later than 30 days prior to the intended filing date (the “Specified Filing Date”) for review by Seller. Seller shall respond in writing to Buyer with any comments at least 20 days prior to the Specified Filing Date. In the event Buyer and Seller are unable to resolve such comments at least 10 days prior to the Specified Filing Date for such Amended Straddle Period Return, such dispute shall be resolved by the Accounting Firm, in accordance with the terms of this Agreement, prior to the Specified Filing Date for such Amended Straddle Period Return. Buyer shall revise such Amended Straddle Period Return (or shall cause such Amended Straddle Period Return to be revised) to reflect the resolution by the Accounting Firm.

Amended Tax Returns. Except Buyer agrees that Seller may prepare and file amended Seller Group Tax Returns for any period (including a period for which Target Company was included) and that Seller shall be entitled to keep any Tax refund or credit relating to any Seller Group Tax Return (unless it was taken into account in computing any adjustment to the Preliminary Purchase Price pursuant to Section 1.7), except to the extent that such credit or refund relates to or results from tax items of Target Company attributable to periods or portions of periods following the Closing Date. Buyer further agrees that Seller may prepare, and Buyer will cause Target Company to file (provided, that such amended tax returns have been prepared in a manner consistent with past practice of Target Company and do not reflect positions which Buyer reasonably determines are not supported by Applicable Law) amended Tax returns with respect to any Tax of Target Company for any period ending on or prior to the Closing Date and that any Tax refund or credit (including any interest and penalty thereon) with respect to any Tax of Target Company for any period ending on or prior to the Closing Date shall be paid (unless such refund or credit was taken into account in computing any adjustments to the Purchase Price pursuant to Section 1.7 or relates to tax items of Target Company attributable to periods or portions of periods following the Closing Date), to Seller as otherwise required by applicable Tax Law, none of promptly after it is received. After the CompanyClosing, Buyer shall not, and shall not permit Target Company or any Affiliate of the Company or Buyer shall (or shall cause or permit the Company to) , amend any Seller Pre-Tax return of Target Company for any period ending on or prior to or that includes the Closing Period Return Date, or Buyer Pre-Closing Period Returnto take a position inconsistent with any such Tax return, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned withheld or delayed. Seller shall not amend any Tax Return of the Company without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer may amend or cause to be amended any Straddle Period Return (an “Amended Straddle Period Return”), provided that such Amended Straddle Period Return be submitted to Seller not later than 30 days prior to the intended filing date (the “Specified Filing Date”) for review by Seller. Seller shall respond in writing to Buyer with any comments at least 20 days prior to the Specified Filing Date. In the event Buyer and Seller are unable to resolve such comments at least 10 days prior to the Specified Filing Date for such Amended Straddle Period Return, such dispute shall be resolved by the Accounting Firm, in accordance with the terms of this Agreement, prior to the Specified Filing Date for such Amended Straddle Period Return. Buyer shall revise such Amended Straddle Period Return (or shall cause such Amended Straddle Period Return to be revised) to reflect the resolution by the Accounting Firm.