Common use of Preparation and Filing of Tax Returns and Payment of Taxes Clause in Contracts

Preparation and Filing of Tax Returns and Payment of Taxes. (a) The Acquired Companies will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Acquired Companies due before Closing (taking into account applicable extensions). Such Tax Returns will be prepared using accounting methods and other practices that are consistent with those used by the Acquired Companies in their prior Tax Returns. The Acquired Companies will timely pay, or cause to be paid, (i) all Taxes required to be shown on such Tax Returns, and (ii) all other Taxes due before the Closing Date regardless of whether or not such Taxes are required to be shown on a Tax Return that is due before Closing Date. (b) Purchaser and the Surviving Corporation will prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Acquired Companies due on or after Closing. (c) Purchaser will use commercially reasonable efforts to deliver, or cause to be delivered, to the Holder Representative a draft of any Tax Return (or portion thereof) of the Acquired Companies prepared (or caused to be prepared) by Purchaser not less than 30 days prior to the due date for filing such Tax Return (and if delivery of such Tax Returns at least 30 days prior to the due date for filing cannot be accomplished with commercially reasonable efforts, Purchaser shall in any case deliver such Tax Returns as soon as practicable thereafter and in any event prior to the due date for filing), but only to the extent such Tax Return (or portion thereof) includes or reasonably could be expected to affect Retained Taxes for which the Effective Time Holders are liable under this Agreement. The Holder Representative will provide Purchaser with its comments on, and proposed changes to, such Tax Return, if any, not later than 15 days after delivery by the Purchaser (or as soon as practicable after delivery and, if practicable, prior to the due date for filing in the event delivery is less than 15 days prior to the due date for filing). Purchaser will accept each such comment and proposed change unless, after a reasonable good faith determination, it determines that (i) there is insufficient legal authority to conclude that such comment or change is more likely than not correct, or (ii) such comment or proposed change would reasonably be expected to increase the amount of the Assumed Taxes. The amount of the Retained Taxes due with respect to such a Tax Return will be paid by the Purchaser; provided, however, that the Purchaser shall have the right to make an Indemnification Claim for the amount of such Retained Taxes in accordance with the provisions set forth in Article 10. Nothing in this Section 9.1(c) will require Purchaser to provide the Holder Representative or any Effective Time Holder any Tax Return of Purchaser or its Affiliates (other than the Acquired Companies), including any consolidated Tax Return of which the Company is a member but not the common parent, provided that if any such Tax Return contains an item which would reasonably be expected to affect Retained Taxes, Purchaser will provide to the Holder Representative a description of such amount and how it was determined in reasonably sufficient detail to enable the Holder Representative to ascertain whether such amount is a Retained Tax.