Common use of Returns and Payment of Taxes Clause in Contracts

Returns and Payment of Taxes. (a) The Parties acknowledge and agree that because the Company will be treated as an entity disregarded as separate from its owner both before and immediately after the purchase and sale of the Interest, the purchase and sale of the Interest will be treated for U.S. federal income tax purposes as a purchase and sale of all of the assets owned by the Company. Seller and its Affiliates shall report on their U.S. federal income Tax Returns and all applicable state and local income Tax Returns all income, gain, loss, deduction, credit and other tax items for all Pre-Closing Tax Periods. Buyer and its Affiliates shall report on their U.S. federal income Tax Returns and all applicable state and local income Tax Returns all income, gain, loss, deduction, credit and other tax items for all Post-Closing Tax Periods.

Returns and Payment of Taxes. (ac) The Parties acknowledge and agree that because the Company will be treated as an entity disregarded as separate from its owner both before and immediately after the purchase and sale of the Interest, the purchase and sale of the Interest will be treated for U.S. federal income tax purposes as a purchase and sale of all of the assets owned by the Company. Seller and its Affiliates shall report on their U.S. federal income Tax Returns and all applicable state and local income Tax Returns all income, gain, loss, deduction, credit and other tax items for all Pre-Closing Tax Periods. Buyer and its Affiliates shall report on their U.S. federal income Tax Returns and all applicable state and local income Tax Returns all income, gain, loss, deduction, credit and other tax items for all Post-Closing Tax Periods.