PEPL and Other Returns Sample Clauses

PEPL and Other Returns. Seller shall prepare or cause to be prepared all Tax Returns for PEPL that are required to be filed on or before the Closing Date. Except to the extent otherwise required by law and except with respect to the 2005 Brazilian income tax return, such Tax Returns shall be prepared on a basis consistent with the past practices of such entities. Buyer shall prepare all Tax Returns of PEPL and all Tax Returns relating to the Business that are required to be filed after the Closing Date. Buyer shall provide Seller with drafts of all income Tax Returns of PEPL for all Pre-Closing Tax Periods (including Tax Returns that cover Straddle Periods) prepared by Buyer no later than thirty (30) days prior to the earlier of the due date or filing date thereof. Seller shall have the right to review and provide comments on Returns during the fifteen (15)-day period following the receipt of such Returns and Buyer shall accept all reasonable comments to the extent such comments affect Taxes of PEPL in a Pre-Closing Tax Period. No later than five (5) Business Days prior to the due date for the payment of any Taxes with respect to any such Tax Return (giving effect to extensions) or five (5) Business Days following written request from the Buyer, whichever is later, the Seller shall pay the Buyer an amount equal to the portion of Taxes attributable to the Pre-Closing Tax Period, as determined pursuant to the principles set forth in Section 6.4(d), except to the extent such Taxes are accrued on the Final Closing Balance Sheet and taken into account in determining Closing Date Net Working Capital.