Common use of Return Filings Clause in Contracts

Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that upon notification by the Purchaser of any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns, the Seller shall remit such amount to the Purchaser at least five days before such Tax Return is due. In the case of any Tax Return for any taxable period of the Transferred Entities that ends on or before the Closing Date (other than consolidated, combined or unitary Tax Returns), the Seller shall timely prepare, on a basis consistent with the past practices of the Business, and shall deliver such Tax Return to the Purchaser at least ten days prior to the date on which such Tax Return is required to be filed with the appropriate Taxing Authority for the review and approval of the Purchaser, which shall not be unreasonably withheld, delayed or conditioned. If the Purchaser disputes any item on such Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection. Such parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If such parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to the Seller and the Purchaser. The fees and expenses of such accounting firm shall be borne equally by the Seller and the Purchaser. The Seller shall timely file with the appropriate Taxing Authorities all such Tax Returns required to be filed on or prior to the Closing Date and shall fully pay all Taxes due and payable in respect of such Tax Returns. The Purchaser shall timely file (or cause to be filed) with the appropriate Taxing Authorities all such Tax Returns required to be filed after the Closing Date, and the Seller shall pay all Taxes due with respect to such Tax Returns by remitting the amount due to the Purchaser at least five days before such Tax Return is due. Neither the Purchaser nor its affiliates (including the Transferred Entities) shall amend any prior Tax Return of any of the Transferred Entities for any Pre-Closing Tax Period without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

Return Filings. For any taxable period of the Transferred Entities Company that includes (but does not end on) the Closing Date, the Purchaser shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities authorities all Tax Returns required to be filed and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that upon notification by Purchaser shall furnish the Principal Seller with a completed copy of any such Tax Returns for Principal Seller’s review, comment and approval, such approval not to be unreasonably withheld; and provided further, that the Principal Seller shall reimburse Purchaser of (in accordance with Sections 7.01 and 7.06(d)) for any amount owed by the Principal Seller pursuant to Section 9.01(aSections 7.01 and 7.06(d) with respect to the taxable periods covered by such Tax Returns, Returns (it being understood that the Seller Principal Seller’s reimbursement obligation shall remit such not include (x) any amount attributable to the Taxes taken into account as a Current Liability in determining Working Capital or (y) any amount for which Purchaser at least five days before such Tax Return is duehas an indemnification obligation under Section 5.05(d)(7)). In the case of any Tax Return for For any taxable period of the Transferred Entities Company that ends on or before the Closing Date (other than consolidated, combined or unitary Tax Returns)Date, the Principal Seller shall timely prepare, on a basis consistent with the past practices of the Business, prepare and shall deliver such Tax Return to the Purchaser at least ten days prior to the date on which such Tax Return is required to be filed with the appropriate Taxing Authority for the review and approval of the Purchaser, which shall not be unreasonably withheld, delayed or conditioned. If the Purchaser disputes any item on such Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection. Such parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If such parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to the Seller and the Purchaser. The fees and expenses of such accounting firm shall be borne equally by the Seller and the Purchaser. The Seller shall timely file with the appropriate Taxing Authorities authorities all such Tax Returns required to be filed on or prior to the Closing Date and shall fully pay all Taxes due and payable in respect of such Tax Returns. The Purchaser shall timely file (or cause to be filed) with the appropriate Taxing Authorities all such Tax Returns required to be filed after the Closing Date, and the Seller shall pay all Taxes due with respect to such Tax Returns by remitting the amount due (such payment to be made, to the extent applicable, using funds advanced to Principal Seller as part of the Tax Adjustment, as a deposit against Purchaser’s assumption of liability with respect to certain Taxes, as provided in Sections 5.05(d)(6) and (7)); provided, however, that the Principal Seller shall furnish Purchaser at least five days before with a completed copy of any such Tax Return is due. Neither the Purchaser nor its affiliates (including the Transferred Entities) shall amend any prior Tax Return of any of the Transferred Entities Returns for any Pre-Closing Tax Period without the prior written consent of the SellerPurchaser’s review, which consent shall comment and approval, such approval not to be unreasonably withheld. Any Tax Return described in the preceding two sentences, conditioned or delayedto the extent otherwise required by law, shall be prepared on a basis consistent with the past practices of the Company. All Tax Returns for the period including the Closing Date shall be filed on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant Taxing Authority will not accept a Tax Return.

Return Filings. For any taxable period of the Transferred Entities Operating Companies that includes (but does not end on) the Closing Date, the Purchaser Buyer shall timely prepare (or cause to be prepared) and file with the appropriate Taxing Authorities all Tax Returns required to be filed and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that upon notification by the Purchaser of any amount owed by the Seller pursuant to Section 9.01(a) with respect to the taxable periods covered by such Tax Returns, the Seller shall remit such amount to the Purchaser at least five days before such Tax Return is due. In the case of any Tax Return for any taxable period of the Transferred Entities that ends on or before the Closing Date (other than consolidated, combined or unitary Tax Returns), the Seller shall timely prepare, on a basis consistent with the past practices of the Business, Operating Companies and TLG and shall deliver such Tax Return to the Purchaser Sellers at least ten thirty (30) days prior to the date on which such Tax Return is required to be filed with the appropriate Taxing Governmental Authority for review and approval of the Sellers. If the Sellers dispute any item on such Tax Return, the Sellers shall notify Buyer of such disputed item (or items) and the basis for their objection. In the case of any Tax Return for any taxable period of the Operating Companies that ends on or before the Closing Date, the Sellers shall timely prepare (or cause to be prepared), on a basis consistent with the past practices of the Operating Companies and TLG, and shall deliver such Tax Return to Buyer at least thirty (30) days prior to the date on which such Tax Return is required to be filed with the appropriate Governmental Authority for the review and approval of the Purchaser, which shall not be unreasonably withheld, delayed or conditionedBuyer. If the Purchaser Buyer disputes any item on such Tax Return, it shall notify the Seller Sellers of such disputed item (or items) and the basis for its their objection. Such parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If With respect to any Tax Return referred to in this Section 10.2.1.1, if such parties cannot resolve any disputed item, prior to five (5) days before the due date for filing the Tax Return (including extensions), Buyer or Sellers as appropriate, shall file the Tax Return as originally prepared by Buyer or Sellers as appropriate, and the item in question shall be resolved by an independent accounting firm mutually acceptable to in the Seller and the Purchasermanner set forth in Section 1.3.3 hereof. The fees and expenses of such accounting firm Buyer or Sellers, as appropriate, shall be borne equally by the Seller and the Purchaser. The Seller shall timely file with the appropriate Taxing Governmental Authorities all such the Tax Returns required to be filed on or prior to by them for the Closing Date Operating Companies as described in this Section 10.2.1.1 and shall fully timely pay all Taxes due and payable in respect of such Tax Returns. The Purchaser shall timely file (or cause to be filedpaid) with the appropriate Taxing Authorities all such Tax Returns required to be filed after the Closing Date, and the Seller shall pay all Taxes due with respect to such Tax Returns by remitting the amount due to the Purchaser at least five days before such Tax Return is dueReturns. Neither the Purchaser nor its affiliates (including the Transferred Entities) Sellers shall amend any prior Tax Return of any of the Transferred Entities be responsible for any all Pre-Closing Tax Period without the prior written consent Taxes of the Seller, which consent Operating Companies. Any Taxes (including disputed Taxes) shall not be unreasonably withheld, conditioned or delayedpaid in accordance with Section 10.2.1.2.

Return Filings. For any taxable period of the Transferred Entities that includes (but does not end on) the Closing DateOther than Tax Returns relating to Transfer Taxes, the Purchaser Sellers shall timely prepare (or cause to be prepared) and file all Tax Returns with the appropriate Taxing Authorities all Tax Returns required to be filed and shall pay (or cause to be paid) all Taxes due with respect to such Tax Returns; provided, however, that upon notification by the Purchaser of any amount owed by the Seller pursuant to Section 9.01(a) with respect relating to the Transferred Companies for taxable periods covered by such Tax Returns, the Seller shall remit such amount to the Purchaser at least five days before such Tax Return is due. In the case of any Tax Return for any taxable period of the Transferred Entities that ends on or before the Closing Date (other than consolidated, combined or unitary Tax Returns), the Seller shall timely prepare, on a basis consistent with the past practices of the Business, and shall deliver such Tax Return to the Purchaser at least ten days prior to the date on which such Tax Return is required to be filed with the appropriate Taxing Authority for the review and approval of the Purchaser, which shall not be unreasonably withheld, delayed or conditioned. If the Purchaser disputes any item on such Tax Return, it shall notify the Seller of such disputed item (or items) and the basis for its objection. Such parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If such parties cannot resolve any disputed item, the item in question shall be resolved by an independent accounting firm mutually acceptable to the Seller and the Purchaser. The fees and expenses of such accounting firm shall be borne equally by the Seller and the Purchaser. The Seller shall timely file with the appropriate Taxing Authorities all such Tax Returns required to be filed ending on or prior to the Closing Date and shall fully pay all Taxes due and payable in respect of such Tax Returns. The Purchaser shall timely file (or cause to be filed) with the appropriate Taxing Authorities all such Tax Returns required to be filed after the Closing Date, and the Seller shall pay all Taxes due with respect to such Tax Returns. To the extent permitted by Law, all such Tax Returns shall be prepared in a manner consistent with past practice of Sellers and the Transferred Companies. Buyers shall timely prepare and file, or cause to be prepared and filed, with the appropriate Taxing Authorities all Tax Returns relating to Transfer Taxes as well as all Tax Returns for Straddle Periods and for taxable periods beginning after the Closing Date required to be filed by remitting the amount due Transferred Companies, and shall pay or cause the Transferred Companies to pay all Taxes owed or incurred by the Purchaser Transferred Companies with respect to such Tax Returns. Buyers shall present each Straddle Period Tax Return to Sellers for review at least five ten (10) days before the date on which such Straddle Period Tax Return is duerequired to be filed. Neither In the Purchaser nor event that Sellers reasonably object to such Straddle Period Tax Return, then Sellers shall raise its affiliates reasonable objection in writing together with the basis for such objection no later than five (including 5) days after the Transferred Entities) delivery of such Straddle Period Tax Return. To the extent that Sellers have so objected, Sellers and Buyers shall amend any prior attempt in good faith to resolve the dispute and, if they are unable to do so, the disputed items shall be resolved within a reasonable time, taking into account the deadline for filing such Straddle Period Tax Return, by Referee. Upon resolution of such disputed items, Buyers shall file the relevant Straddle Period Tax Return on that basis. The costs, fees, and expenses of any such certified public accounting firms shall be borne equally by Sellers and Buyers. In the event that the parties are unable to resolve a dispute with respect to a Straddle Period Tax Return prior to the due date of the Transferred Entities for any Pre-Closing such Straddle Period Tax Return, Buyers shall in all events be permitted to file such Straddle Period without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayedTax Return as required by law.