Common use of Buyer Tax Returns Clause in Contracts

Buyer Tax Returns. Buyer shall timely prepare and file, or shall cause to be prepared and timely filed, all other Tax Returns of the Company Entities and Blocker with respect to any tax period ending on or before the Closing Date or Straddle Period, in each case, the due date of which is after the Closing Date (the “Buyer Tax Returns”). Buyer shall prepare such Tax Returns, unless otherwise required by applicable Law, in a manner consistent with the past practices of the Company Entities and Blocker, provided that any Transaction Tax Deductions deducted on any such Tax Return shall be allocated to the tax period ending on the Closing Date or the portion of the Straddle Period ending on the Closing Date, as applicable, to the maximum extent permitted by applicable Law. Buyer shall provide the Seller Representative with the right to review and comment on any such Buyer Tax Returns no later than twenty (20) days prior to the due date for filing such Tax Return, and, with respect to any Flow-Through Income Tax Return or Tax Return that may impact the Taxes or liabilities of the Sellers or their indirect owners, Buyer shall consider in good faith any changes as are reasonably requested by the Seller Representative with respect to such Tax Returns. Notwithstanding the preceding, (i) if a Buyer Tax Return is due within sixty (60) days of the Closing, then Buyer shall provide such Tax Return for the Seller Representative’s review and comment as soon as practicable (which may be less than twenty (20) days prior to the date of such Tax Return and (ii) in all events Buyer shall be permitted to file Tax Returns in a timely manner, provided that Buyer shall consider in good faith whether to amend any such Tax Return to the extent necessary to reflect any changes reasonably requested by the Seller Representative.

Buyer Tax Returns. Subject to the last sentence of this Section 7.3(a)(ii), Buyer shall be responsible for the preparation of and shall timely prepare and file, file or shall cause the Company to timely file all Tax Returns that are required to be prepared and timely filed, all other Tax Returns of filed by the Company Entities and Blocker with respect to any tax period ending on or before the Closing Date or for all Straddle Period, in each case, the due date of which is after the Closing Date Periods (the “Buyer Straddle Period Tax Returns”). Buyer Such Straddle Period Tax Returns shall prepare such Tax Returns, unless be prepared in accordance with past practice of the Company except as otherwise required by applicable Law, in a manner consistent Applicable Tax Law or with the past practices prior written consent of the Company Entities and BlockerSeller (such consent not to be unreasonably withheld, provided that any Transaction Tax Deductions deducted on any such Tax Return shall be allocated to the tax period ending on the Closing Date conditioned or the portion of the Straddle Period ending on the Closing Date, as applicable, to the maximum extent permitted by applicable Lawdelayed). Buyer shall provide the to Seller Representative with the right and its authorized Representatives a copy of such Straddle Period Tax Returns (including any amendment to review and comment on any such Buyer Straddle Period Tax Returns no later than twenty Returns), together with appropriate supporting information and schedules, at least thirty (2030) days (or five (5) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return; provided, andhowever, with respect that Buyer shall not be required to provide to Seller or its authorized Representative any Flow-Through Income such Straddle Period Tax Return or relating to non-income Taxes if such Straddle Period Tax Return that may impact shows either a zero dollar ($0) or statutory minimum Tax liability and relates to a jurisdiction in which the Company has previously filed a Tax Return relating to non-income Taxes or liabilities of the Sellers or their indirect ownerssame type (each, a “De Minimis Return”). Buyer shall consider in good faith any such changes to such Tax Returns as are reasonably requested by Seller in writing delivered by Seller to Buyer no later than fifteen (15) days (or three (3) days in the case of any Straddle Period Tax Return relating to non-income Taxes) prior to the due date (including any extension thereof) for the filing of such Straddle Period Tax Return. Buyer shall timely pay or cause to be timely paid all Taxes shown as due on such Tax Returns; provided that Seller Representative shall pay Buyer the amount of Taxes for which Seller is liable under Section 11.1(a)(iii) of this Agreement with respect to such Tax Returns. Notwithstanding the preceding, (i) if a Buyer Tax Return is due within sixty (60) days of the Closing, then Buyer shall provide each such Tax Return for (other than any De Minimis Return that is not provided to Seller pursuant to the Seller Representative’s review and comment as soon as practicable third sentence of this Section 7.3(a)(ii)) at least five (which may be less than twenty 5) Business Days (20or two (2) days prior to in the date case of such any Straddle Period Tax Return and (iirelating to non-income Taxes) in all events Buyer shall be permitted to file before the due date for filing the applicable Straddle Period Tax Returns in a timely manner, provided that Buyer shall consider in good faith whether to amend any such Tax Return to the extent necessary to reflect any changes reasonably requested by the Seller RepresentativeReturn.

Buyer Tax Returns. Buyer shall timely prepare and file, or shall cause to be prepared and timely filed, file or cause to be filed when due all other Tax Returns of for the Company Sold Entities and Blocker with respect to any tax taxable period ending on or before the Closing Date or Straddle Period, in each case, the due date of which is after the Closing Date and shall remit (or cause the Sold Entities to remit) any Taxes due in respect of such Tax Returns. With respect to Tax Returns that are required to be filed by or with respect to any Sold Entity for a Straddle Period (“Buyer Tax Straddle Returns”). , such Straddle Returns shall be prepared by Buyer shall prepare such Tax Returns, in a manner consistent with past practice (unless otherwise required by applicable Law), in a manner consistent with and the past practices of the Company Entities and Blocker, provided that any Transaction Tax Deductions deducted on any such Tax Return shall be allocated to the tax period ending on the Closing Date Sellers or the portion of the Straddle Period ending on the Closing DateBlocker Sellers, as applicable, to the maximum extent permitted by applicable Law. Buyer shall provide the Seller Representative with the right to review and comment on any such Buyer Tax Returns no later than twenty (20) days prior to the due date be responsible for filing such Tax Return, and, Taxes with respect to any FlowPre-Through Income Closing Tax Return or Tax Return that may impact the Taxes or liabilities Period due in respect of the Sellers or their indirect owners, such Straddle Returns. The Buyer shall consider notify the Sellers’ Representative of any amounts due from the applicable Seller or Blocker Sellers, in good faith respect of any changes as are reasonably requested by Straddle Return no later than ten (10) Business Days prior to the Seller Representative with respect to date on which such Tax Returns. Notwithstanding the preceding, (i) if a Buyer Tax Straddle Return is due within sixty due, and the Sellers’ Representative or the applicable Seller or Blocker Seller shall remit such payment to the Buyer no later than five (605) days of Business Days prior to the Closing, then date such Straddle Return is due. The Buyer shall provide such Tax deliver any Straddle Return to the Sellers’ Representative for the Seller Representative’s its review and comment as soon as practicable at least thirty (which may be less than twenty (2030) days prior to the date of on which such Tax Return is required to be filed. If the Sellers’ Representative disputes any item on such Tax Return, it shall notify the Buyer of such disputed item (or items) and (ii) in all events Buyer the basis for its objection. The parties shall be permitted to file Tax Returns in a timely manner, provided that Buyer shall consider act in good faith whether to amend resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to the extent necessary to reflect any changes reasonably requested Sellers’ Representative and the Buyer. The fees and expenses of such accounting firm shall be borne equally by the Seller RepresentativeSellers’ Representative and the Buyer.

Buyer Tax Returns. With the exception of the Partnership Income Tax Returns described in Section 6.01(b) below, Buyer shall timely prepare and fileprepare, or shall cause to be prepared prepared, and timely file or cause to be timely filed, all other Tax Returns of the Company Entities and Blocker or with respect to any tax period ending on or before the Company for (i) all Pre-Closing Date or Straddle Period, in each case, the due date of Tax Periods which is are required to be filed after the Closing Date Date, and (the ii) for all Straddle Periods (each, a “Buyer Tax ReturnsReturn”). Buyer , which Tax Returns shall prepare be prepared in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods, in each case unless otherwise required by applicable Law, in a manner consistent with the past practices of the Company Entities and Blocker, provided that any Transaction Tax Deductions deducted on any such Tax Return shall be allocated to the tax period ending on the Closing Date or the portion of the Straddle Period ending on the Closing Date, as applicable, to the maximum extent permitted by applicable Law. Buyer shall provide the Seller Representative with the right to review and comment on any furnish such Buyer Tax Returns no later than twenty to the Sellers’ Representative for its review and comment at least thirty (2030) days prior to the due date for filing such Tax Return, and, with respect to any Flow-Through Income in the case of an income Tax Return or as soon as reasonably practicable prior to the due date for filing such a Tax Return that may impact the Taxes or liabilities of the Sellers or their indirect owners, is not an income Tax Return. The Sellers’ Representative and Buyer shall consider agree to timely consult with each other and to negotiate in good faith any changes timely-raised issue arising as are reasonably requested by a result of the Seller Representative with respect to review of such Tax Returns. Notwithstanding Returns to permit the preceding, (i) if a Buyer Tax Return is due within sixty (60) days filing of the Closing, then Buyer shall provide such Tax Return for Returns as promptly as possible, which good faith negotiations shall include each side exchanging in writing their positions concerning the Seller Representative’s review matter or matters in dispute and comment as soon as practicable a meeting (which may be less than whether in person or telephone) to discuss their respective positions. If, within twenty (20) days prior to the date following Buyer’s delivery of such a Buyer Tax Return Return, Sellers’ Representative and (ii) in all events Buyer are unable to resolve any disagreement, Sellers’ Representative and Buyer shall be permitted to file Tax Returns in a timely manner, provided that Buyer shall consider endeavor in good faith whether to amend resolve such disagreement; provided, if Sellers’ Representative and Buyer are unable to resolve any disagreement within five (5) days of delivery of Sellers’ Representative delivering such Tax Return written statement, then Sellers’ Representative and Buyer shall promptly submit their differences to the extent necessary Independent Accountant for resolution (the expenses of which shall be shared in a manner similar to reflect any changes reasonably requested by the Seller Representativethat set forth in Section 2.04(b)), whose decision shall be final and binding.