Tax Returns (i) The Parties acknowledge and agree that, for U.S. federal Income Tax purposes, (x) the taxable year of those Group Companies classified as U.S. corporations will end on the Closing Date and (y) the Group Companies that are classified as U.S. corporations for Tax purposes will become members of the consolidated group of which Buyer is the common parent beginning on the day after the Closing Date. To the extent required or permitted by Law, the Parties shall elect to close any taxable year of any Group Companies for state, local and, if applicable, Puerto Rican Tax purposes as of the close of business on the Closing Date.
(ii) The Parties agree that, in each case, to the extent permitted by applicable Law, any deduction from taxable income of the Group Companies arising in connection with the transactions contemplated hereby shall be allocated to Pre-Closing Tax Periods, and the Parties shall and shall cause their Affiliates to treat such deductions as arising in Pre-Closing Tax Periods for purposes of this Agreement and for all Income Tax purposes, including for purposes of Treasury Regulation Section 1.1502-76(b)(1)(ii)(B).
(iii) Seller shall prepare or cause to be prepared (x) all Tax Returns related to the Business and the Group Companies which are due on or prior to the Closing, (y) all Combined Tax Returns and (z) all Income Tax Returns (other than Combined Tax Returns) of the Group Companies for any Tax period ending on or before the Closing Date which are due after the Closing Date (the Tax Returns described in this subclause (z), “Seller-Filed Separate Tax Returns”). All Seller-Filed Separate Tax Returns shall be prepared in a manner consistent with most recent past practices with respect to such Tax Returns and without a change of any election or any accounting method (unless otherwise required by Law or contemplated by this Agreement). Seller shall timely file or cause to be timely filed any Seller-Filed Separate Tax Return that is required to be filed on or before the Closing Date (taking into account any extensions). Seller shall deliver to Buyer each Seller-Filed Separate Tax Return required to be filed on or following the Closing Date (together with schedules, statements and, to the extent reasonably requested by Buyer, supporting documentation) at least twenty (20) days prior to the due date (including any applicable extension) therefor. Buyer shall notify Seller in writing if it objects to any items in any Seller-Filed Separate Tax Return within a reasonable amount of time after receipt by Buyer of such draft Seller-Filed Separate Tax Return, and, if such Seller-Filed Separate Tax Return was provided to Buyer at least twenty (20) days prior to such due date, such objections shall be made no less than ten (10) days prior to such due date. Seller shall consider in good faith any comments received from Buyer. Seller shall pay or cause to paid all Taxes with respect to any Tax Return filed pursuant to this Section 6.01(a)(iii).
