Flowthrough Entities. If the Income Tax Liability of any member of the Company Group for a Post-Closing Taxable Period is increased or decreased as a result of the ownership by such member of an equity interest in a partnership or other "flowthrough" entity for Income Tax purposes and, in accordance with the principle set forth in the last sentence of Section 11.1(c)(iii) hereof, such increase or decrease is allocable to a Pre-Closing Taxable Period, (i) the Seller shall pay or cause to be paid to the Purchaser the amount of any such increase in Income Tax Liability, and (ii) the Purchaser shall pay or cause to be paid to the Seller the amount of any such decrease in Income Tax Liability. If the Purchaser files or causes to be filed, or any member of the Company Group is included in, an Income Tax Return setting forth an amount described in the preceding sentence, the Purchaser shall deliver to the Seller, no later than 45 Business Days prior to the due date for filing of such Income Tax Return, a schedule setting forth in reasonable detail the calculation of such amount. The Seller shall have the right to review and approve (which approval shall not be unreasonably withheld) such calculation for 30 Business Days. The failure of the Seller to propose any change to such calculation within such 30-Business Day period shall be deemed to constitute the Seller's approval thereof. The Seller shall pay to the Purchaser, or the Purchaser shall pay to the Seller (as the case may be), the amount required by this Section 11.1(d), no later than five Business Days prior to the due date for filing any such Income Tax Return (taking into account extensions).
Flowthrough Entities. If the Income Tax Liability of any member of the Xxxxxx Group for a Post-Distribution Taxable Period is increased or decreased as a result of the ownership by such member of an equity interest in a partnership or other "flowthrough" entity for Income Tax purposes and, in accordance with the principle set forth in the last sentence of Section 2.c(iii) hereof, such increase or decrease is allocable to a Pre-Distribution Taxable Period, (i) Telecom shall pay or cause to be paid to Xxxxxx the amount of any such increase in Income Tax Liability, and (ii) Xxxxxx shall pay or cause to be paid to Telecom the amount of any such decrease in Income Tax Liability. If Xxxxxx files, causes to be filed or is included in an Income Tax Return setting forth an amount described in the preceding sentence, Xxxxxx shall deliver to Telecom, no later than 45 Business Days prior to the due date for filing of such Income Tax Return, a schedule setting forth in reasonable detail the calculation of such amount. Telecom shall have the right to review and approve (which approval shall not be unreasonably withheld) such calculation for 30 Business Days. The failure of Telecom to propose any change to such calculation within such 30-Business Day period shall be deemed to constitute Telecom's approval thereof. Telecom shall pay to Xxxxxx, or Xxxxxx shall pay to Telecom (as the case may be), the amount required by this Section 2.h, no later than 5 Business Days prior to the due date for filing any such Income Tax Return (taking into account extensions).
