Common use of Filing Tax Returns Clause in Contracts

Filing Tax Returns. (i) With respect to Taxes for which the Master LLC, each Master LLC Subsidiary and/or any other entity being Transferred pursuant to this Agreement is liable ("ENTITY LEVEL TAX"), if the Transfer does not end the taxable period with respect to that Entity Level Tax, then that taxable period shall constitute a "STRADDLE PERIOD." With respect to each Straddle Period, Purchaser will prepare all returns relating to Entity Level Tax for the Straddle Period in a manner consistent with past practices of the applicable entity and will submit a copy of the returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld. Seller will pay to Purchaser at least 5 Business Days prior to the date on which Entity Level Taxes are paid with respect to such periods an amount equal to the portion of the Entity Level Taxes required to be paid by Seller pursuant to this Agreement which properly relate to the Straddle Period. Any refunds of Taxes received that properly relate to portions of taxable periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designee. (ii) For any entities or interests therein that have taxable periods relating to an Entity Level Tax that end on or before the Closing Date but for which returns of Entity Level Taxes are not due until after the Closing Date, Purchaser will prepare and timely file such Tax returns in a manner consistent with past practices of the entity. The entity will submit a copy of such returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld and Seller will pay to Purchaser, at least 5 Business Days prior to the date on which the Entity Level Taxes are paid with respect to such taxable periods an amount equal to the portion of the Entity Level Tax which properly relates to such periods that are required to be paid by Seller pursuant to this Agreement. Any refunds of Taxes received that properly relate to periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designee.

Filing Tax Returns. (ia) With respect Unitholders’ Representative shall prepare or cause to Taxes for which the Master LLC, each Master LLC Subsidiary and/or any other entity being Transferred pursuant be prepared and file or cause to this Agreement is liable ("ENTITY LEVEL TAX"), if the Transfer does not end the taxable period with respect to that Entity Level Tax, then that taxable period shall constitute a "STRADDLE PERIOD." With respect to each Straddle Period, Purchaser will prepare be filed all returns relating to Entity Level Tax Returns for the Straddle Period in a manner consistent with past practices of the applicable entity Company and will submit a copy of the returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld. Seller will pay to Purchaser at least 5 Business Days prior to the date on which Entity Level Taxes are paid with respect to such periods an amount equal to the portion of the Entity Level Taxes required to be paid by Seller pursuant to this Agreement which properly its Subsidiaries that relate to the Straddle Period. Any refunds of Taxes received that properly relate to portions of taxable all Taxable periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designee. (ii) For any entities or interests therein that have taxable periods relating to an Entity Level Tax that end ending on or before the Closing Date but (a “Pre-Closing Tax Return”). All such Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company and its Subsidiaries, as applicable, except to the extent otherwise required by law and/or as needed to reflect the impact of the Merger. At least 45 days prior to Unitholders’ Representative’s chosen filing date of any such Pre-Closing Tax Return (or, if such due date is within forty-five (45) days following the Closing Date, as promptly as practicable following the Closing Date), Unitholders’ Representative shall cause a draft copy of such Tax Return to be delivered to Parent for which returns Parent’s review and comment (and shall specify the chosen filing date with respect to such Tax Return). Unitholders’ Representative shall consider in good faith any and all reasonable comments provided by Parent with respect to any such Tax Returns, provided, that, such reasonable comments are delivered in writing by Parent to Unitholders’ Representative no less than fifteen (15) days prior to Unitholders’ Representative’s chosen filing date for such Tax Returns (or, if the due date for the filing of Entity Level Taxes are not due until such Tax Return is within forty-five (45) days following the Closing Date, as promptly as practicable following the receipt of the draft copy of such Tax Return), provided to the extent filed after the Closing Date, Purchaser will no such Pre-Closing Tax Return shall be filed without the Parent written approval (which approval shall not be unreasonable delayed, conditioned or withheld). (b) Parent shall prepare or cause to be prepared and timely file or cause to be filed all Tax Returns (“Straddle-Period Tax Return”) for the Company and its Subsidiary that relate to any period that includes but does not end on the Closing Date (a “Straddle Period”). At least forty-five (45) days prior to Parent’s chosen filing date of any such Straddle-Period Tax returns in Return, Parent shall cause a manner consistent with past practices of the entity. The entity will submit a draft copy of such returns Straddle-Period Tax Return to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld and Seller will pay to Purchaser, at least 5 Business Days prior delivered to the Unitholder’ Representative for the Unitholder’ Representative’s review and comment (and shall specify the chosen filing date on which the Entity Level Taxes are paid with respect to such taxable periods an amount equal Tax Return). Parent shall consider in good faith any and all reasonable comments provided by the Unitholder’ Representative with respect to any such Straddle-Period Tax Returns, provided, that, such reasonable comments are delivered in writing by the portion of Unitholder’ Representative to Parent no less than fifteen (15) days prior to Parent’s chosen filing date for such Tax Returns and no such Straddle-Period Tax Return shall be filed without the Entity Level Tax Unitholders’ Representative’s written approval (which properly relates to such periods that are required to approval shall not be paid by Seller pursuant to this Agreement. Any refunds of Taxes received that properly relate to periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller unreasonable delayed, conditioned or its designeewithheld).

Filing Tax Returns. (i) With respect to Taxes for which the Master LLC, each Master LLC Subsidiary and/or any other entity being Transferred pursuant to this Agreement is liable ("ENTITY LEVEL TAX"), if the Transfer does not end the taxable period with respect year of the Company ended December 31, 2006, the Sellers have previously caused the Company to that Entity Level Tax, then that taxable period shall constitute a "STRADDLE PERIOD." prepare and file all necessary tax returns. With respect to each Straddle Periodthe short period beginning January 1, Purchaser will 2007 ending as of the effective date of the Closing, the Sellers shall prepare all the package of tax information materials in accordance with past practice, including past practice as to information schedules and work papers and as to the method of recognition of taxable income or other relevant measure of the income of the Company (the “Tax Package”). The Buyer shall cause to be prepared the Company’s tax returns relating to Entity Level Tax for the Straddle Period in a manner consistent with past practices interim period ending as of the applicable entity and will submit a copy effective date of the returns to Seller no later than 30 days prior Closing and shall file such Tax Returns on behalf of the Company. Prior to filing for Seller's approval which will such Tax Returns, the Buyer and the Sellers shall review such Tax Returns and the Tax Package. The Buyer and the Sellers shall promptly notify the other in writing of any reasonable objections they may have to any item set forth on the Tax Returns reviewed by them. In the event the Buyer and the Sellers cannot promptly resolve the dispute, then such dispute shall be unreasonably withheld. Seller will pay referred to Purchaser at least 5 Business Days prior a designee chosen by the tax partner in charge of the New York office of an independent nationally recognized accounting firm mutually acceptable to the date on which Entity Level Taxes are paid with respect Sellers and the Buyer (the “Tax Arbitrator”) for resolution in time to allow the Company to file such periods an amount equal to the portion of the Entity Level Taxes required to be paid by Seller pursuant to this Agreement which properly relate to the Straddle Period. Any refunds of Taxes received that properly relate to portions of taxable periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designee. (ii) For any entities or interests therein that have taxable periods relating to an Entity Level Tax that end Returns on or before the Closing Date but deadline for which returns of Entity Level Taxes are not due until after their filing, including any extensions thereto. The Tax Arbitrator shall resolve the Closing Dateissues raised in good faith, Purchaser will prepare and timely file such Tax returns in a manner consistent with past practices recognition of the entitymerits of the issues, within the bounds of reasonable judgment and so as not to unreasonably disadvantage the position of the Sellers or the Company in the Tax Returns. The entity will submit a copy of such returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld and Seller will pay to Purchaser, at least 5 Business Days prior to the date on which the Entity Level Taxes are paid with respect to such taxable periods an amount equal to the portion decision of the Entity Level Tax which properly relates to such periods that are required to Arbitrator shall be paid final and binding on the parties hereto. The fees and expenses of the Tax Arbitrator shall be shared equally by Seller pursuant to this Agreementthe Buyer and the Sellers. Any refunds of Taxes received that properly relate to periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designee.The term “

Filing Tax Returns. Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company that are filed after the Effective Time. At least twelve (i12) With respect Business Days prior to Taxes filing any such Tax Return that is solely attributable to a Pre-Closing Period (and not a Straddle Period) the Company shall submit a copy of such Tax Return to the Equityholders’ Representative for which the Master LLCEquityholders’ Representative’s review and approval. The Equityholders’ Representative shall respond within eight (8) Business Days of its receipt of such tax Return, each Master LLC Subsidiary and/or and its approval shall not be unreasonably withheld, conditioned or delayed. At least fifteen (15) Business Days prior to filing any other entity being Transferred pursuant such Tax Return that is attributable to this Agreement is liable a Straddle Period the Company shall submit a copy of such Tax Return to the Equityholders’ Representative for the Equityholders’ Representative’s review and comment ("ENTITY LEVEL TAX"to be provided within five (5) Business Days of receipt of such Tax Return), if but Purchaser shall not be under any obligation to accept the Transfer does not end the taxable period with respect Equityholders’ Representative’s comment. The Equityholders’ Representative shall prepare or cause to that Entity Level Tax, then that taxable period shall constitute a "STRADDLE PERIOD." With respect be prepared and file or cause to each Straddle Period, Purchaser will prepare be filed all returns relating to Entity Level Tax Returns for the Straddle Period Company that are required to be filed on or before the Effective Time. Such Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with the past practices of the Company with respect to such items, except as required by applicable entity and will submit a copy of the returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheldLaw. Seller will pay to Purchaser at At least 5 ten (10) Business Days prior to the date on which Entity Level Taxes are paid with respect to such periods an amount equal to the portion of the Entity Level Taxes required to be paid by Seller pursuant to this Agreement which properly relate to the Straddle Period. Any refunds of Taxes received that properly relate to portions of taxable periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designee. (ii) For filing any entities or interests therein that have taxable periods relating to an Entity Level Tax that end on or before the Closing Date but for which returns of Entity Level Taxes are not due until after the Closing Date, Purchaser will prepare and timely file such Tax returns in a manner consistent with past practices of Return, the entity. The entity will Company shall submit a copy of such returns Tax Return to Seller no later than 30 days prior to filing Purchaser for Seller's Purchaser’s review and approval. Purchaser shall respond within five (5) Business Days of its receipt of such Tax Return, and its approval which will shall not be unreasonably withheld and Seller will pay to Purchaserwithheld, at least 5 Business Days prior conditioned or delayed. Additionally, neither Purchaser nor its Affiliates shall file any amendment of any Tax Return of the Company, enter into any voluntary disclosure or similar program with any Governmental Entity, or conduct any other similar affirmative activities, in each case to the date on which extent such actions would reasonably be expected to increase the Entity Level Taxes are paid with respect to such taxable periods an amount equal to the portion liability of the Entity Level Tax which properly relates to such periods that are required to be paid by Seller Indemnifying Equityholders hereunder (including pursuant to this Agreement. Any refunds an Indemnification Claim made under Section 5.2(a)(iii)) without the prior written consent of Taxes received that properly relate the Equityholders’ Representative, such consent to periods to which Seller is responsible for Taxes as provided in this Section 7.15 will not be promptly paid to Seller unreasonably withheld, conditioned or its designeedelayed.

Filing Tax Returns. APC shall, in consultation and cooperation with the Stockholders’ Representative and Hxxxxx, Cisne & Co., LLP (ior such other firm as is the Company’s independent accounting firm) prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and its Subsidiaries that relate to a Pre-Closing Tax Period, including a Tax Return for the short taxable year beginning on January 1, 2016 and ending on the Closing Date, and that are filed after the Effective Time and shall timely pay or cause to be paid all Taxes shown on such Tax Returns. With respect to Taxes any such Tax Returns that, in APC’s reasonable judgment, could give rise to a material indemnification obligation on the Indemnifying Stockholders, APC shall submit a copy of such Tax Return to the Stockholders’ Representative for which review at least fifteen (15) Business Days prior to filing such Tax Return, and APC will consider in good faith any comments received from the Master LLC, each Master LLC Subsidiary and/or any other entity being Transferred pursuant Stockholders’ Representative. The Company shall prepare or cause to this Agreement is liable ("ENTITY LEVEL TAX"), if the Transfer does not end the taxable period with respect be prepared and file or cause to that Entity Level Tax, then that taxable period shall constitute a "STRADDLE PERIOD." With respect to each Straddle Period, Purchaser will prepare be filed all returns relating to Entity Level Tax Returns for the Straddle Period Company and its Subsidiaries that are required to be filed on or before the Effective Time and shall timely pay or cause to be paid all Taxes shown on such Tax Returns. At least fifteen (15) Business Days prior to filing any such Tax Returns, the Stockholders’ Representative shall submit a copy of such Tax Return to APC for review and shall make such comments as reasonably requested by APC. All Tax Returns described in this Section 4.11(d) shall be prepared by treating items on such Tax Returns in a manner consistent with past practices of the applicable entity Company and will submit a copy of the returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld. Seller will pay to Purchaser at least 5 Business Days prior to the date on which Entity Level Taxes are paid its Subsidiaries with respect to such periods an amount equal items, except as required by applicable Law. Upon written request from APC, the Company and any of its Subsidiaries, as the case may be, shall make or cause to be made such Tax-related elections available under applicable Law as APC may request in any Tax Return filed or capable of being filed prior to the portion of the Entity Level Taxes Closing; provided, however, that such election shall not be required to be paid made if the Stockholders’ Representative reasonably determines that such election is inconsistent with prior elections made by Seller pursuant to this Agreement which properly relate to the Straddle Period. Any refunds of Taxes received that properly relate to portions of taxable periods to which Seller is responsible for Taxes Company or such Subsidiary, as provided in this Section 7.15 will be promptly paid to Seller applicable, and would reduce the Merger Consideration or its designee. (ii) For any entities or interests therein that have taxable periods relating to an Entity Level Tax that end on or before increase the Closing Date but for which returns of Entity Level Taxes are not due until after the Closing Date, Purchaser will prepare and timely file such Tax returns in a manner consistent with past practices Liability of the entity. The entity will submit a copy Indemnifying Stockholders under Article 6 (Survival of such returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld Representations, Warranties, Covenants and Seller will pay to Purchaser, at least 5 Business Days prior to the date on which the Entity Level Taxes are paid with respect to such taxable periods an amount equal to the portion of the Entity Level Tax which properly relates to such periods that are required to be paid by Seller pursuant to this Agreement. Any refunds of Taxes received that properly relate to periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designeeAgreements; Indemnification).

Filing Tax Returns. (ia) With respect to Taxes The parties agree that EEMS shall be included in the consolidated federal income Tax Return in which Seller is the common parent for which the Master LLC, each Master LLC Subsidiary and/or any other entity being Transferred pursuant to this Agreement is liable period that ends on the Subsequent Closing Date (the "ENTITY LEVEL TAXSeller CTR"). Seller shall, if to the Transfer does not end extent it relates to EEMS, prepare the taxable period with respect to that Entity Level Tax, then that taxable period shall constitute a "STRADDLE PERIOD." With respect to each Straddle Period, Purchaser will prepare all returns relating to Entity Level Tax for the Straddle Period Seller CTR in a manner consistent with past practices of the applicable entity and will submit a copy of the returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheldTax Returns. Seller will shall (A) timely prepare and file all such Tax Returns and timely pay when due all Taxes relating to Purchaser at least 5 Business Days such Tax Returns and (B) timely prepare and file, or cause to be prepared and filed, all other Tax Returns of EEMS and SM-India and their respective subsidiaries for all taxable periods ending on or prior to the Subsequent Closing Date and timely pay, or cause to be paid, when due all Taxes relating to such Tax Returns. At least fifteen (15) days before the due date on which Entity Level Taxes are paid for the filing of any Tax Return described in the preceding sentence that was not filed before the Subsequent Closing Date, Seller shall provide Buyer with a substantially final draft of such Tax Return (or, with respect to such periods an amount equal to Tax Returns described in clause (A) above, the portion of such draft Tax Return that relates to EEMS or any subsidiary thereof), and Buyer shall have the Entity Level Taxes required right to be paid by review such Tax Return prior to its filing. Buyer shall notify Seller pursuant of any reasonable objections Buyer may have to this Agreement which properly relate any items set forth in such draft Tax Returns, and Buyer and Seller agree to consult and resolve in good faith any such objection and to mutually consent to the Straddle Period. Any refunds filing of Taxes received that properly relate to portions of taxable periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designee. (ii) For any entities or interests therein that have taxable periods relating to an Entity Level Tax that end on or before the Closing Date but for which returns of Entity Level Taxes are not due until after the Closing Date, Purchaser will prepare and timely file such Tax returns Return. Such Tax Returns shall be prepared or completed in a manner consistent with past practices prior practice of Seller, EEMS, SM-India and their respective subsidiaries with respect to Tax Returns concerning the entity. The entity will submit a copy income, properties or operations of such returns EEMS, SM-India and their respective subsidiaries (including elections and accounting methods and conventions), except as otherwise required by Law or otherwise agreed to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld and Seller will pay to Purchaser, at least 5 Business Days by Buyer in writing prior to the date on which filing thereof. (b) Seller shall prepare all relevant Tax Returns consistent with the Entity Level Taxes are paid with respect to such taxable periods an amount equal to the portion Deemed Sales Price Notice determined under Section 15.1, and shall file Form 8023 as part of the Entity Level Tax which properly relates Seller CTR. Seller shall file an amended Seller CTR to such periods that are required to be paid by Seller pursuant to this Agreement. Any refunds of Taxes received that properly relate to periods to which Seller is responsible for Taxes as provided in this reflect the Section 7.15 will be promptly paid to Seller or its designee.338(h)

Filing Tax Returns. (i) With respect to Taxes for which the Master LLC, each Master LLC Subsidiary and/or any other entity being Transferred pursuant to this Agreement is liable ("ENTITY LEVEL TAX"), if the Transfer does not end the taxable period with respect to that Entity Level Tax, then that taxable period The Seller shall constitute a "STRADDLE PERIOD." With respect to each Straddle Period, Purchaser will prepare all returns relating to Entity Level Tax for the Straddle Period in a manner consistent with past practices of the applicable entity and will submit a copy of the returns to Seller no later than 30 days prior to filing for Seller's approval which will not be unreasonably withheld. Seller will pay to Purchaser at least 5 Business Days prior to the date on which Entity Level Taxes are paid with respect to such periods an amount equal to the portion of the Entity Level Taxes required to be paid by Seller pursuant to this Agreement which properly relate to the Straddle Period. Any refunds of Taxes received that properly relate to portions of taxable periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designee. (ii) For any entities or interests therein that have taxable periods relating to an Entity Level Tax that end on or before the Closing Date but for which returns of Entity Level Taxes are not due until after the Closing Date, Purchaser will prepare and timely file such (including allowable extensions), or cause to be prepared and timely filed (including allowable extensions), all Tax returns in a manner consistent Returns required to be filed by or with past practices of respect to the entity. The entity will submit a copy of such returns to Seller no later than 30 days prior to filing Purchased Entity and the Indirect Purchased Entities for Seller's approval which will not be unreasonably withheld and Seller will pay to Purchaser, at least 5 Business Days taxable periods ending on or prior to the date on which the Entity Level Taxes are paid with respect Closing Date. The Partnership shall prepare and timely file (including allowable extensions), or cause to such taxable periods an amount equal to the portion of the Entity Level be prepared and timely filed (including allowable extensions) all other Tax which properly relates to such periods Returns that are required to be paid filed by or with respect to the Purchased Entity and the Indirect Purchased Entities (each, a “Partnership Prepared Return”). With respect to any Partnership Prepared Return that relates to a Pre-Closing Tax Period or Straddle Period, the Partnership will provide a draft of such Tax Return to the Seller pursuant for its review and comment at least thirty (30) days prior to this Agreement. Any refunds the applicable due date of the Tax Return (or, if required to be filed within forty (40) days after the end of the relevant taxable period, as soon as reasonably practicable following the end of such taxable period), together with a detailed statement (a “Pre-Closing Tax Statement”) allocating the appropriate portion of Taxes received that properly relate due on such Tax Return to periods the Pre-Closing Tax Period and describing how such allocations were determined. The Seller shall have ten (10) days to review such Partnership Prepared Return. If the Seller disagrees with the allocation of Taxes shown on the Pre-Closing Tax Statement, the Seller may, within such 10-day review period, deliver a notice to the Partnership specifying those items as to which the Seller disagrees and setting forth the Seller’s reason(s) for such disagreement. If such notice of disagreement is responsible for Taxes as provided timely delivered to the Partnership, the Seller and the Partnership shall use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine the allocation of Taxes. If the Seller and the Partnership are unable to agree on the allocation of the Taxes, such dispute shall be resolved by the Accounting Firm in accordance with Section 1.05, applied mutatis mutandis to the dispute arising under this Section 7.15 6.19(a). If any dispute with respect to a Partnership Prepared Return is not resolved before the due date for filing such Tax Return, such Tax Return will be promptly paid filed as proposed by the Partnership, without prejudice to Seller or its designeethe rights of the parties to continue such dispute. Promptly following the resolution of the dispute, such Partnership Prepared Return shall be amended to reflect such resolution.

Filing Tax Returns. (i) With respect Seller Stockholder Representative, at Seller’s and Seller Stockholders’ sole cost and expense, shall prepare and file, or cause to Taxes be prepared and filed, all Pass-Through Tax Returns and all other income Tax Returns for which the Master LLC, each Master LLC Subsidiary and/or any other entity being Transferred pursuant to this Agreement is liable ("ENTITY LEVEL TAX"), if the Transfer does not end the taxable period ending on or prior to the Closing Date that are required or permitted to be filed by or with respect to that Entity Level Taxthe Seller after the Closing Date, then that including any amended Pass-Through Tax Return or other amended income Tax Return of Seller for any taxable period ending on or prior to the Closing Date unless such amended Pass-Through Tax Return or such amended income Tax Return, as applicable, could have an adverse impact on Buyer or any of its Affiliates (including, after the Closing, the Company and any Company Subsidiary). Such Tax Returns shall constitute a "STRADDLE PERIOD." With respect to each Straddle Period, Purchaser will prepare all returns relating to Entity Level Tax for the Straddle Period be prepared in a manner consistent with the past practices of the applicable entity Seller, except as otherwise required by this Agreement. Seller Stockholder Representative shall submit, or shall cause to be submitted, any such Pass-Through Tax Return and will submit a copy of the returns any such income Tax Return to Seller no later Buyer for review and comment by Buyer not less than 30 days prior to the due date for the filing for Seller's approval which will not be unreasonably withheld. of such Pass-Through Tax Return or such income Tax Return (including extensions thereof), as applicable, and Seller will pay to Purchaser at least 5 Business Days prior to the date on which Entity Level Taxes are paid with respect to such periods an amount equal to the portion of the Entity Level Taxes required Stockholder Representative shall incorporate, or shall cause to be paid incorporated, all revisions as are reasonably requested in writing by Seller pursuant to this Agreement which properly relate to the Straddle Period. Any refunds Buyer within 10 days of Taxes received that properly relate to portions of taxable periods to which Seller is responsible receiving such Pass-Through Tax Return or such income Tax Return, as applicable, for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designeereview and comment. (ii) For Following the Closing, the Company shall prepare and file, or cause to be prepared and filed, all income Tax Returns that are required to be filed by or with respect to the Company and any entities or interests therein that have taxable periods relating to an Entity Level Tax that end on or before Company Subsidiary after the Closing Date but for any Pre-Closing Tax Period US-DOCS\131312541.20 and for any Straddle Period. To the extent that such income Tax Returns relate to Taxes (A) for which returns Seller and Seller Stockholders are liable pursuant to Section 8.1(c), (B) imposed on and payable by Seller Stockholders or (C) specifically included in the calculation of Entity Level Taxes are not due until after the Closing DateTax Liability Amount (as finalized pursuant to Section 2.9), Purchaser will prepare and timely file (i) such income Tax returns Returns shall be prepared in a manner consistent with the past practices of the entity. The entity will submit a copy of Company, except as otherwise required by this Agreement or applicable Law, (ii) the Company shall submit, or shall cause to be submitted, any such returns income Tax Return to Seller no later Stockholder Representative for review and comment by Seller Stockholder Representative not less than 30 days prior to the due date for the filing of such income Tax Return (including extensions thereof) and (iii) the Company shall incorporate, or shall cause to be incorporated, all revisions as are reasonably requested in writing by Seller Stockholder Representative within 10 days of receiving such income Tax Return for Seller's approval which will not be unreasonably withheld review and comment. At Buyer’s option and sole discretion, upon delivery of written notice to Seller Stockholder Representative, Seller and Seller will pay Stockholders shall pay, or Buyer shall recover directly from the Indemnity Escrow Fund, (x) the amount shown on such income Tax Returns that is properly apportioned to Purchaser, the Pre-Closing Tax Period to the Company and any Company Subsidiary at least 5 Business Days seven days before payment of such income Taxes is due after the Closing Date (other than such Taxes specifically included in the calculation of Tax Liability Amount, as finalized pursuant to Section 2.9) and (y) all of the Tax Return preparation fees relating to any such Tax Return for a taxable period ending on or prior to the date Closing Date and that portion of such fees for any such Tax Return relating to a Straddle Period based on which the Entity Level Taxes are paid with respect to percentage of the days in such taxable periods an amount equal Straddle Period that end on or prior to the portion of the Entity Level Tax which properly relates to such periods that are required to be paid by Seller pursuant to this Agreement. Any refunds of Taxes received that properly relate to periods to which Seller is responsible for Taxes as provided in this Section 7.15 will be promptly paid to Seller or its designeeClosing Date.