Disputes Relating to Tax Returns. Seller and Buyer shall act in good faith to resolve any dispute prior to the Due Date of any Pre-Closing Period Income Tax Return, and if Seller and Buyer agree on any such Tax Return, then the parties shall file or cause to be filed the applicable Tax Return in such agreed-upon manner. If Seller and Buyer cannot resolve any disputed item with respect to any such Tax Return within a period of ten (10) days following the receipt of a written notice of such disputed item(s) pursuant to Section 8.6.2(a), the item in question shall be resolved by the Designated Accounting Firm as promptly as practicable in accordance with the procedures set forth in Section 2.5.3, whose determination shall be final and conclusive for purposes of this Section 8.6.2(b). The fees and expenses of the Designated Accounting Firm shall be paid in accordance with the procedures set forth in Section 2.5.3. Notwithstanding anything to the contrary in this Agreement, in the event that the parties or, in the case of a dispute, the Designated Accounting Firm, have not resolved a dispute by an applicable Due Date, the parties shall file or cause to be filed, the applicable Tax Return in such manner as Buyer reasonably determines under applicable Law, and the parties shall amend such Tax Returns to the extent necessary to conform to the parties’ final agreement or the Designated Accounting Firm’s final determination, as the case may be.
Disputes Relating to Tax Returns. With respect to any Selling Party Return or Buyer Return, Buyer and the Sellers’ Representative shall act in good faith to resolve any dispute prior to the Due Date of any such Selling Party Return or Buyer Return (as applicable), and if the parties agree on any such Tax Return, then (x) the Sellers’ Representative shall remit to Buyer as promptly as practicable and prior to the Due Date of any such Tax Return all Pre-Closing Taxes relating to such Tax Return, and (y) the parties shall file or cause to be filed the applicable Tax Return in such agreed-upon manner. If Buyer and the Sellers’ Representative cannot resolve any disputed item with respect to any such Selling Party Return or Buyer Return (as applicable) within a period of ten (10) days following the receipt of a written notice of such disputed item(s) (or, for a Tax Return for Non-Income Taxes, as promptly as practicable) pursuant to Section 6.15(c)(i) or Section 6.15(c)(ii), as the case may be, the item in question shall be submitted to the Independent Accountant and resolved by the Independent Accountant as promptly as practicable, whose determination shall be (i) based on “more likely than not” (or higher, as the case may be) level of comfort, and (ii) final and conclusive for purposes of this Section 6.15(c)(iii). The fees and expenses of the Independent Accountant shall be paid fifty percent (50%) by Xxxxx and fifty percent (50%) by the Sellers’ Representative. Notwithstanding anything to the contrary in this Agreement, in the event that the parties or, in the case of a dispute, the Independent Accountant, have not resolved a dispute by an applicable Due Date, the parties shall file or cause to be filed, the applicable Tax Return in such manner as Buyer reasonably determines under applicable Law, and the parties shall amend such Tax Returns to the extent necessary to conform to the parties’ final agreement or the Independent Accountant’s final determination, as the case may be.
