Common use of Preparation and Filing of Company Tax Returns Clause in Contracts

Preparation and Filing of Company Tax Returns. (a) Sellers shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns that are required to be filed by Sellers, the Company, or the Subsidiaries that are (i) due on or before the Closing Date and (ii) for taxable years or periods ending on or before the Closing Date. If a Rollover Notice has been provided to Xxx, then, notwithstanding Section 5.3(e) of this Agreement and to the extent not already currently in force, Sellers shall make a valid election under Section 754 of the Code on the Company’s federal income Tax Return for the Tax period ending on the Closing Date. (b) Any Tax Return required to be filed by Purchaser relating to any Straddle Period shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Sellers for Sellers’ written approval not less than forty-five (45) days prior to the due date for the filing of such Tax Return, which written approval shall not be unreasonably withheld, conditioned, or delayed. If a Seller objects to a Straddle Period Tax Return, Purchaser and Sellers shall endeavor to resolve the matter. If Purchaser and Sellers are unable to agree as to the Straddle Period Tax Return, the matter will be referred to the Accounting Arbitrator, whose decision shall be binding.

Preparation and Filing of Company Tax Returns. (a) Sellers The Seller shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns that are required to be filed by Sellersthe Seller, the Company, or the Subsidiaries Subsidiary that are (i) due on or before the Closing Date and (ii) for taxable years or periods ending on or before the Closing Date. If a Rollover Notice has been provided to Xxx, then, notwithstanding Section 5.3(e) of this Agreement and to the extent not already currently in force, Sellers shall make a valid election under Section 754 of the Code on the Company’s federal income Tax Return for the Tax period ending on the Closing Date. (b) The Purchaser shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns that are required to be filed by the Company or the Subsidiary that are not required to be prepared and filed by the Seller. (c) Any Tax Return required to be filed by the Purchaser relating to any Straddle Period shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Sellers the Seller for Sellers’ the Seller’s written approval not less than forty-forty- five (45) days prior to the due date for the filing of such Tax Return, which written approval shall not be unreasonably withheld, conditioned, or delayed. If a the Seller objects to a Straddle Period Tax Return, the Purchaser and Sellers the Seller shall endeavor to resolve the matter. If the Purchaser and Sellers the Seller are unable to agree as to the Straddle Period Tax Return, the matter will be referred to the Accounting Arbitrator, whose decision shall be binding.

Preparation and Filing of Company Tax Returns. (a) Sellers The Seller shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns that are required to be filed by Sellersthe Seller, the Company, or the Subsidiaries Subsidiary that are (i) due on or before the Closing Date and (ii) for taxable years or periods ending on or before the Closing Date. If a Rollover Notice has been provided to Xxx, then, notwithstanding Section 5.3(e) of this Agreement and to the extent not already currently in force, Sellers shall make a valid election under Section 754 of the Code on the Company’s federal income Tax Return for the Tax period ending on the Closing Date. (b) The Purchaser shall prepare or cause to be prepared and file or cause to be filed when due all Tax Returns that are required to be filed by the Company or the Subsidiary that are not required to be prepared and filed by the Seller. (c) Any Tax Return required to be filed by the Purchaser relating to any Straddle Period shall be submitted (with copies of any relevant schedules, work papers and other documentation then available) to Sellers the Seller for Sellers’ the Seller’s written approval not less than forty-five (45) days prior to the due date for the filing of such Tax Return, which written approval shall not be unreasonably withheld, conditioned, or delayed. If a the Seller objects to a Straddle Period Tax Return, the Purchaser and Sellers the Seller shall endeavor to resolve the matter. If the Purchaser and Sellers the Seller are unable to agree as to the Straddle Period Tax Return, the matter will be referred to the Accounting Arbitrator, whose decision shall be binding.