Preparation and Filing of Tax Returns and Payment of Taxes. shall deliver drafts of such Tax Returns (and a calculation of the Taxes required to be paid in connection therewith for which such other Party is liable pursuant to Section 8.1 (Allocation) and Section 8.2 (Apportionment)) to the other Party for its review and approval at least twenty (20) days prior to the due date of any such Tax Return (taking into account any valid extension), which approval shall not be unreasonably withheld or delayed. No later than two (2) days before Purchaser files any Tax Return pursuant to Section 8.3(b) (Filing of Tax Returns; Remittance of Tax), Seller shall pay to Purchaser any Taxes shown to be due and payable on such Tax Return for which Seller is liable pursuant to Section 8.1(a) (Allocation) and Section 8.2 (Apportionment).
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