Filing and Payment Responsibilities Sample Clauses

Filing and Payment Responsibilities. The Buyer Parties shall cause the Target Companies to prepare and file when due all Tax Returns that are required to be filed by the Target Companies after the Closing Date and shall cause the Target Companies to remit any Taxes due in respect of such Tax Returns; provided, however, that with respect to any such Tax Return for a taxable period beginning before the Closing Date (a “Covered Tax Return”), such Covered Tax Return shall be prepared on a basis consistent with the last previous such Tax Return (except as otherwise required by applicable law), and the Buyer Parties shall provide to Seller a copy of each such Covered Tax Return at least twenty (20) Business Days prior to the due date of such Covered Tax Return (taking into account all applicable extensions) for its review and comment, such reasonable comments of Seller received by the Buyer Parties at least five (5) Business Days prior to such due date to be incorporated by the Buyer Parties in such Covered Tax Return as actually filed. No Target Company shall, and the Buyer Parties shall cause each Target Company not to, file any amended Tax Return of a Target Company for a taxable period beginning before the Closing Date without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed). Seller shall be responsible for all Taxes shown as due and owing on any Covered Tax Return as prepared and filed in accordance with this Section 10.2, but only to the extent such Taxes (a) are attributable to any Tax period ending on or prior to the Closing Date, or in the case of any Straddle Period, are attributable to the portion of such Straddle Period through the end of the Closing Date (as determined pursuant to Section 10.1), and (b) exceed the amount of such Taxes taken into account in determining the Final Balance Sheet or the Purchase Price. Seller shall reimburse the Buyer Parties for the amount of such Taxes determined pursuant to the preceding sentence by wire transfer of immediately available funds no later than five (5) days after receipt of written notice (or notice delivered by electronic communication) from the Buyer Parties.