Common use of Buyer Returns Clause in Contracts

Buyer Returns. Buyer will prepare and file (or cause to be prepared and filed) in a timely manner all Tax Returns required to be filed by the Heartland Companies after the Closing Date (after giving effect to any valid extensions of the due date for filing any such Tax Returns) for Pre-Closing Tax Periods (other than the Seller Returns) and for any Straddle Period (the “Buyer Returns”). Buyer will submit any Buyer Returns (excluding any Sales and Use Tax Returns) to Seller Representative for review and comment, to the extent Sellers could be liable for any Seller Tax reported on any such Buyer Return, at least 15 days prior to the due date (after giving effect to any valid extensions). Buyer shall consider in good faith such changes to each Buyer Return (excluding any Sales and Use Tax Returns) as are reasonably requested in a timely manner by Seller Representative. Seller Representative shall pay to Buyer on or before the date which is three days before the due date of any Buyer Returns (after giving effect to any valid extensions) the amount, if any, of Seller Taxes relating to the Taxes payable by any Heartland Company under such Buyer Return. The preparation and filing of any Tax Return of the Heartland Companies that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Buyer.

Buyer Returns. Buyer will prepare and file (or cause to be prepared and filed) in a timely manner all Tax Returns required to be filed by the Heartland Companies Purchased Company after the Closing Date (after giving effect to any valid extensions of the due date for filing any such Tax Returns) for Pre-Closing Tax Periods (other than the Seller Returns) and for any Straddle Period (the “Buyer Returns”). Buyer will submit any Buyer Returns (excluding any Sales and Use Tax Returns) to Seller Representative for review and comment, to the extent Sellers could be liable for any Seller Tax reported on any such Buyer Return, at least 15 days prior to the due date (after giving effect to any valid extensions). Buyer shall consider in good faith such changes to each Buyer Return (excluding any Sales and Use Tax Returns) as are reasonably requested in a timely manner by Seller Representative. Seller Representative shall pay to Buyer on or before the date which is three days before the due date of any Buyer Returns (after giving effect to any valid extensions) the amount, if any, of Seller Taxes relating to the Taxes payable by any Heartland the Purchased Company under such Buyer Return. The preparation and filing of any Tax Return of the Heartland Companies Purchased Company that does not relate to a Pre-Closing Tax Period or Straddle Period shall be exclusively within the control of Buyer.