Common use of Pre-Closing Flow-Through Tax Returns Clause in Contracts

Pre-Closing Flow-Through Tax Returns. (i) The Equityholder Representative (after the Closing), at the expense of the Equityholders, shall timely prepare or cause to be timely prepared, and the Equityholder designated for tax matters shall timely file or cause to be timely filed, all Flow-Through Tax Returns of the Company for any Pre-Closing Tax Period not yet filed as of the Closing Date with a Due Date after the Closing Date (each, a “Pre-Closing Flow-Through Tax Return”). In connection with any Pre-Closing Flow-Through Tax Returns to be prepared by the Equityholder Representative, Purchaser and the Surviving Company shall use commercially reasonable efforts to facilitate the Equityholder Representative’s utilization of the Surviving Company’s existing tax return preparation firm(s) (the “Accounting Firm”), including (i) providing reasonable access to the Surviving Company’s books and records and accounting staff and (ii) taking such reasonable steps as may be necessary to cause the Accounting Firm to take direction from the Equityholder Representative. Each Pre-Closing Flow-Through Tax Return shall be prepared in accordance with the past practice of the Company and the Company Subsidiary, unless otherwise required by Law, and in accordance with the provisions of this Agreement, and such Pre-Closing Flow-Through Tax Returns shall report the Transaction Deductions in a Pre-Closing Tax Period to the extent permitted by applicable Law on a “more likely than not” basis.