Common use of Returns and Reports Clause in Contracts

Returns and Reports. (a) Seller shall file or cause to be filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to Company and each Subsidiary for taxable years or periods ending on or before the Closing Date and shall pay any Taxes shown as due on such Tax returns. Unless otherwise required, Tax Returns with respect to Taxes for taxable years ending on the Closing Date shall be prepared on a basis consistent with Treasury Regulations Section 1.1502-76(b)(1); PROVIDED, HOWEVER, that if the Closing Date falls in the middle of a month, Seller and Buyer may agree to allocate the tax items ratable to such month consistent with Treasury Regulations Section 1.1502-76(b)(2)(iii). Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to Company and each Subsidiary for taxable years or periods ending after the Closing Date and shall pay any Taxes shown as due on such Tax Returns subject to any reimbursement to which Buyer may be entitled pursuant to Section 11.1. Buyer shall cause Company and each Subsidiary to consent to join, for all taxable periods of Company or Subsidiary ending on or before the Closing Date for which Company or Subsidiary is eligible to do so, in any consolidated, combined or unitary Tax Returns relating to Tax which Seller shall request it to join. (b) With respect to any Tax Return with respect to Taxes that covers a period beginning before and ending after the Closing Date, a copy of such Tax Return shall be provided to Seller within 45 days prior to the due date (including extensions) for the filing thereof, and Seller shall have the right to approve (which approval shall not be unreasonably withheld) such Tax Return to the extent it relates to the portion of the period ending on the Closing Date. Seller shall promptly pay to Buyer the amount of Taxes attributable to such period less any Taxes previously paid relating to such period (as determined pursuant to Section 11.1(c) above) at the time such Tax Return is filed. If Seller has overpaid the amount of Taxes attributable to such period Buyer shall refund such amount. (c) With respect to any taxable year of Company and each Subsidiary ending after December 27, 1998 and on or prior to the Closing Date, Buyer shall promptly cause Company and each Subsidiary to prepare and provide to Seller a package of tax information materials (the "Tax Package"), which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of Company and each Subsidiary.

Returns and Reports. (a) Seller shall file or cause to be filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to the Company and each Subsidiary the Subsidiaries for taxable years or periods ending on or before the Closing Date and shall pay any Taxes shown as due on in respect of such Tax returns. Unless otherwise required, Tax Returns with respect to Taxes for taxable years ending on the Closing Date shall be prepared on a basis consistent with Treasury Regulations Section 1.1502-76(b)(1); PROVIDED, HOWEVER, that if the Closing Date falls in the middle of a month, Seller and Buyer may agree to allocate the tax items ratable to such month consistent with Treasury Regulations Section 1.1502-76(b)(2)(iii)Returns. Buyer shall file or cause to be filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to the Company and each Subsidiary the Subsidiaries for taxable years or periods ending after the Closing Date and shall pay any Taxes shown as due on in respect of such Tax Returns subject to any reimbursement to which Buyer may be entitled pursuant to Section 11.1. Buyer shall cause Company and each Subsidiary to consent to join, for all taxable periods of Company or Subsidiary ending on or before the Closing Date for which Company or Subsidiary is eligible to do so, in any consolidated, combined or unitary Tax Returns relating to Tax which Seller shall request it to joinReturns. (b) With respect to any Tax Return with respect to Taxes filed by Buyer that covers a period beginning before and ending after the Closing DateEffective Time, a copy of such Tax Return shall be provided to Seller within 45 thirty days prior to the due date (including extensions) for the filing thereof, and Seller shall have the right to approve (which approval shall not be unreasonably withheld) such Tax Return Return, to the extent it relates to the portion of the period ending on at the Closing DateEffective Time. Seller shall promptly pay to Buyer the amount of Taxes attributable to such period less any Taxes previously paid relating to such period (as determined pursuant to Section 11.1(c13.1(c) above) at the time such Tax Return is filed. If Seller’s liability for Taxes through the Effective Time under this Section 13.3(b) will not include any such Taxes that were borne by Seller has overpaid as result of an adjustment to the amount of Taxes attributable to such period Buyer shall refund such amountPurchase Price. (c) With respect to any taxable year of Company and each Subsidiary ending after December 27, 1998 and Tax Return filed by Seller that covers a period beginning on or before and ending on or after the Effective Time, a copy of such Tax Return shall be provided to Buyer within thirty days prior to the Closing Datedue date (including extensions) for the filing thereof, and Buyer shall have the right to approve (which approval shall not be unreasonably withheld) such Tax Return to the extent it includes income or loss attributable to the portion of the period beginning at the Effective Time. Buyer shall promptly cause Company and each Subsidiary to prepare and provide pay to Seller the amount of Taxes attributable to such period (as determined pursuant to Section 13.1(c) above) at the time such Tax Return is filed or upon adjustment of such Tax amount by a package of tax information materials (the "Tax Package")Governmental Entity, which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of Company and each Subsidiaryfinally determined.

Returns and Reports. (a) Seller shall file or cause to be filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to the Company and each Subsidiary for taxable years or periods ending on or before the Closing Date and shall pay any Taxes shown as due on in respect of such Tax reports or returns. Unless otherwise requiredrequired by Applicable Law, any such Tax Returns with respect to Taxes for taxable years ending on the Closing Date Return shall be prepared on a basis consistent with Treasury Regulations Section 1.1502-76(b)(1); PROVIDED, HOWEVER, that if the Closing Date falls past practice and not in the middle of a month, manner calculated to accelerate or defer any income or deductions into any taxable period in order to achieve a result favorable to Seller and detrimental to Buyer as a result of the transactions contemplated by this Agreement. Buyer shall be given the opportunity to review any such Tax Return prior to the filing thereof and Seller shall consult with Xxxxx in good faith with respect to any issues that Buyer may agree have regarding such Tax Return. Buyer shall have the right to allocate approve (which approval shall not be unreasonably withheld) any such Tax Return to the tax items ratable extent that it relates to such month consistent with Treasury Regulations Section 1.1502-76(b)(2)(iii). Taxes for which the Company is liable pursuant to Section (a) Buyer shall file or cause to be filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to the Company and each Subsidiary for taxable years or periods ending after the Closing Date and shall pay any Taxes shown as due on in respect of such Tax Returns subject to any reimbursement to which Buyer may be entitled pursuant to Section 11.1. Buyer shall cause Company and each Subsidiary to consent to join, for all taxable periods of Company or Subsidiary ending on or before the Closing Date for which Company or Subsidiary is eligible to do so, in any consolidated, combined or unitary Tax Returns relating to Tax which Seller shall request it to joinReturns. (b) With respect to any such Tax Return with respect to Taxes that covers a period beginning before and ending after the Closing Date, a copy of such Tax Return shall be provided to Seller within 45 15 days prior to the due date (including extensions) for the filing thereof, and Seller shall have the right to approve (which approval shall not be unreasonably withheld) such Tax Return to the extent it relates to the portion of the period ending on the Closing Date. Seller shall promptly pay to Buyer the amount of Taxes (other than Taxes for which the Company is liable pursuant to Section 6.1(a)) attributable to such period less any Taxes previously paid relating to such period (as determined pursuant to Section 11.1(c6.1(d) above) at the time such Tax Return is filed. If Seller has overpaid the amount of Taxes attributable to such period Buyer shall refund such amount. (c) With respect to any the taxable year of the Company ending December 31, 1995 and each Subsidiary any subsequent taxable year of the Company ending after December 27, 1998 and on or prior to the Closing Date, Buyer shall promptly cause the Company and each Subsidiary to prepare and provide to Seller a package of tax information materials (the "Tax Package"), which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of Company and each Subsidiarythe Company. (d) Nothing in this Section 6.2 shall reduce Seller's obligations under Section 6.1(b).

Returns and Reports. (a1) Seller shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns with respect to Taxes the Bank Entities that are required to be filed by or with respect prior to Company and each Subsidiary for taxable years or periods ending on or before the Closing Date and shall pay any Taxes shown as due on such Tax returns. Unless otherwise requiredDate. (2) Following Closing, Tax Returns with respect to Taxes for taxable years ending on the Closing Date shall be prepared on a basis consistent with Treasury Regulations Section 1.1502-76(b)(1); PROVIDED, HOWEVER, that if the Closing Date falls in the middle of a month, Seller and Buyer may agree to allocate the tax items ratable to such month consistent with Treasury Regulations Section 1.1502-76(b)(2)(iii). Buyer Purchaser shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to Company the Bank Entities that are not Tax Returns that Seller is required to file or cause to be filed pursuant to Section 4.12(a)(1), and each Subsidiary Purchaser shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. Except for taxable years any (i) Closing Agreement Purchaser Taxes or periods ending after (ii) Tax accruals on income derived in the ordinary course of business between the date hereof and the Closing Date (provided, that for the avoidance of doubt, Tax accruals on income derived in the ordinary course of business will not include (A) any Tax accruals attributable to the termination of the Shared-Loss Agreements or any other loss sharing agreement, (B) any Tax accruals attributable to a disposition of assets to fund any Pre-Closing Dividends and (C) any Tax accruals attributable to the termination or settlement of the Closing Agreements), Seller shall pay any Purchaser the portion of Taxes shown as to be due on a Tax Return of the Purchaser or the Bank Entities which are allocable to the Pre-Closing Tax Period or the pre-Closing portion of a Straddle Period and attributable to a Bank Entity, within fifteen (15) days of the due date for such Tax Returns subject Taxes; provided, however, that in computing the amount of Taxes (if any) for which Seller is responsible pursuant to any reimbursement to which Buyer may the foregoing, Seller shall be entitled pursuant to Section 11.1. Buyer shall cause Company include in the pre-Closing portion of the relevant Straddle Period all Tax benefits relating to Transaction Deductions and each Subsidiary to consent to joinany deductions, for all taxable credits and any other tax attributes of the Bank Entities from Tax periods of Company (or Subsidiary portions thereof) ending on or before the Closing Date for which Company (other than any such deductions, credits or Subsidiary is eligible other tax attributes either (i) resulting from Transaction Expenses not paid in accordance with Section 4.22 or (ii) accrued or otherwise reflected as Tax receivables or prepaid Taxes on the Financial Statements), to do sothe extent that such Tax benefits or deductions, in any consolidated, combined credits or unitary Tax Returns relating to Tax which Seller shall request it to join. (b) With respect to any other tax attributes properly reduced Taxes reflected on the Tax Return for such Straddle Period. Purchaser shall provide Seller with respect a copy of a draft of each Straddle Period Tax Return for its review and comment (i) at least forty-five (45) days prior to Taxes the filing of such Tax Return or (ii) in the case of a Tax Return that covers a period beginning before and ending after is required to be filed within twenty (20) days of the Closing Date, a copy of such Tax Return shall be provided to Seller within 45 at least 10 days prior to the due date (including extensions) for the filing thereof, and Seller shall have the right to approve (which approval shall not be unreasonably withheld) such Tax Return is required to be filed; provided that in the extent it relates case of a Tax Return that is required to be filed within ten (10) days of the Closing Date, Purchaser shall afford Seller a reasonable opportunity to review such Straddle Period Tax Return prior to filing such Tax Return. If Seller and Purchaser disagree as to any item reflected on any Straddle Period Tax Return, such items will be determined by a nationally recognized independent accounting firm selected by mutual agreement of Seller and Purchaser. For purposes of this Agreement, in the case of any Straddle Period, (A) the amount of ad valorem (real property and personal property) Taxes and other Taxes not described in clause (B) below of the Bank Entities for the portion of such Straddle Period that ends on the period Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the portion of such Straddle Period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period, and (B) the amount of any sales or use Taxes, value-added Taxes, employment related Taxes, withholding Taxes and Taxes based on or measured by income, receipts or profits of the Bank Entities for the portion of a Straddle Period ending on the Closing Date shall be determined based on an interim closing of the books on the Closing Date. Seller For the avoidance of doubt, the Parties agree that Closing Agreement Purchaser Taxes are Taxes allocable to the Post-Closing Tax Period. Purchaser shall promptly pay be responsible for any Closing Agreement Purchaser Taxes regardless of when such Taxes arise or are reflected on a Tax Return. For the avoidance of doubt, the Parties agree that Closing Agreement Purchaser Taxes shall not include any Taxes to Buyer the amount of Taxes extent resulting from or attributable to such period less any Taxes previously paid relating to such period (as determined pursuant to Section 11.1(ci) above) the settlement of the Closing Agreements at the time such Tax Return is filed. If request of Seller has overpaid the amount of Taxes attributable or Bank, or (ii) any action or inaction by Seller or its Affiliates prior to such period Buyer shall refund such amountMarch 1, 2019. (c3) With respect Purchaser shall cause the Bank Entities to any taxable year of Company and each Subsidiary ending after December 27, 1998 and on or prior to the Closing Date, Buyer shall promptly cause Company and each Subsidiary to prepare and provide furnish information to Seller a package of tax information materials (the "Tax Package"as reasonably requested by Seller to allow Seller to satisfy its obligations under this Section 4.12(a), which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of Company and each Subsidiary.

Returns and Reports. (ai) Seller shall file prepare (or cause to be filed when due prepared) all Tax Returns with in respect to Taxes of Bank that (A) are required to be filed by or with respect to Company and each Subsidiary for taxable years or periods ending (taking into account any applicable extensions) on or before the Closing Date or (B) pertain to any Pre-Closing Tax Period and shall pay are required to be filed (taking into account any Taxes shown as due on such Tax returns. Unless otherwise required, Tax Returns with respect to Taxes for taxable years ending on applicable extensions) after the Closing Date and are (x) Consolidated Tax Returns or (y) required to be filed by Seller (each, a “Seller Return”). All Seller Returns shall be prepared on a basis consistent with Treasury Regulations Section 1.1502-76(b)(1past practice and Agreed Tax Treatment (including Internal Revenue Service Form 8594); PROVIDED, HOWEVERunless otherwise required by Law. With respect to any Seller Returns that relate solely to Bank, that if Seller shall deliver to Purchaser at least thirty (30) days prior to the Closing Date falls due date for filing such Seller Return (taking into account any applicable extensions) a draft of each such Seller Return (in the middle of a monthform intended to be filed) and such additional information as Purchaser may reasonably request, Seller and Buyer may agree subject to allocate the tax items ratable to such month consistent with Treasury Regulations Section 1.1502-76(b)(2)(iii7.04(c). Buyer Purchaser shall have the right to review each such Seller Return that relates solely to Bank and additional information, if any, prior to the filing of such Seller Return and Seller shall consider in good faith any reasonable comments provided by Purchaser in respect thereof. Purchaser shall timely file (or cause to be filed when timely filed) any Seller Return that is prepared by Seller with respect to Bank pursuant to this Section 7.11(a) and delivered to Purchaser at least two (2) days prior to the due date for filing such Seller Return (taking into account any applicable extensions). (ii) Purchaser shall prepare (or cause to be prepared) and file (or cause to be filed) all other Tax Returns that (other than those relating to Transfer Taxes, which are addressed by Section 7.11(e)) required to be filed by Bank, or with in respect to Company and each Subsidiary for taxable years or periods ending after the Closing Date and shall pay any Taxes shown as due on such Tax Returns subject to any reimbursement to which Buyer may be entitled pursuant to Section 11.1of Bank. Buyer shall cause Company and each Subsidiary to consent to join, for all taxable periods of Company or Subsidiary ending on or before the Closing Date for which Company or Subsidiary is eligible to do so, in any consolidated, combined or unitary Tax Returns relating to Tax which Seller shall request it to join. (b) With respect to any Tax Return with respect required to Taxes that covers be filed by Purchaser for a period beginning before and ending after the Closing DateStraddle Period (each, a copy of such Tax Return “Purchaser Return”), Purchaser shall be provided deliver to Seller within 45 for Seller’s approval, at least thirty (30) days prior to the due date (including extensions) for the filing thereofof such Purchaser Return (taking into account any applicable extensions), a statement setting forth the amount of Tax for which Seller is responsible pursuant to Section 7.11(f)(i) and a copy of such Purchaser Return, together with any additional information that Seller may reasonably request, subject to Section 7.04(c). Seller shall have the right to approve review such Purchaser Return, statement and additional information, if any, prior to the filing of such Purchaser Return, and Purchaser shall reflect on such Purchaser Return any reasonable comments submitted by Seller at least five (which approval 5) days prior to the due date of such Purchaser Return. (iii) Purchaser shall not promptly after filing provide (or cause Bank to provide) Seller with a copy of each Seller Return filed after the Closing and each Purchaser Return. Seller shall promptly thereafter pay to Purchaser the amount of any Taxes allocable to the Pre-Closing Tax Period shown as due and payable on such Purchaser Return. (iv) With respect to a Straddle Period, the determination of Taxes attributable to the Pre-Closing Straddle Period and the Post-Closing Straddle Period, shall be unreasonably withheldmade by assuming that the Straddle Period ended as of the Closing, except that (A) exemptions, allowances or deductions that are calculated on an annual basis and (B) Taxes (such as real or personal property Taxes) that are imposed on a periodic basis, in each case, shall be prorated on the basis of the number of calendar days in the Pre-Closing Straddle Period as compared to the number of calendar days in the Post-Closing Straddle Period. (v) To the extent permitted by Law, Bank shall elect to close each taxable period as of or prior to the Closing. Any Tax Return of Bank or Seller (to the extent it relates related to Bank) for a Straddle Period shall, to the portion extent permitted by Law, be filed on the basis that the relevant Tax period ended as of the period ending close of business on the Closing Date. Seller shall promptly pay to Buyer the amount of Taxes attributable to such period less any Taxes previously paid relating to such period (as determined pursuant to Section 11.1(c) above) at the time such Tax Return is filed. If Seller has overpaid the amount of Taxes attributable to such period Buyer shall refund such amount. (cvi) With Neither Purchaser nor any of its Affiliates shall file an amended Tax Return, or agree to any waiver or extension of the statute of limitations relating to Taxes with respect to any taxable year Bank for a Pre-Closing Tax Period or a Straddle Period without the prior written consent of Company and each Subsidiary ending after December 27, 1998 and on or prior to the Closing Date, Buyer shall promptly cause Company and each Subsidiary to prepare and provide to Seller a package of tax information materials (the "Tax Package"), which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of Company and each SubsidiarySeller.

Returns and Reports. (a) Seller shall file or cause to be filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to Company and each Subsidiary ConsumerInfo for taxable years or periods ending on or before the Closing Date (and to the extent not yet filed, Buyer will have the right to review and comment on such returns at least 30 days, or if such returns are not available at such time, with as much notice as can be reasonably provided, prior to the date of such Tax return) and shall pay any Taxes shown as due on such Tax returns. Unless otherwise required, Tax Returns with respect to Taxes for taxable years ending on the Closing Date shall be prepared on a basis consistent with Treasury Regulations Section 1.1502-76(b)(11.1502 76(b)((1); PROVIDEDprovided, HOWEVERhowever, that if the Closing Date falls in the middle of a month, -------- Seller and Buyer may agree to allocate the tax items ratable to such month consistent with Treasury Regulations Section 1.1502-1.1502 76(b)(2)(iii). Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to Company and each Subsidiary ConsumerInfo for taxable years or periods ending after the Closing Date and shall pay any Taxes shown as due on such Tax Returns subject to any reimbursement to which Buyer may be entitled pursuant to Section 11.1. Buyer shall cause Company and each Subsidiary ConsumerInfo to consent to join, for all taxable periods of Company or Subsidiary ConsumerInfo ending on or before the Closing Date for which Company or Subsidiary ConsumerInfo is eligible to do so, in any consolidated, combined or unitary Tax Returns relating to Tax which Seller shall request it to join. (b) With respect to any Tax Return with respect to Taxes that covers a period beginning before and ending after the Closing Date, a copy of such Tax Return shall be provided to Seller within 45 30 days prior to the due date (including extensions) for the filing thereof, and Seller shall have the right to approve (which approval shall not be unreasonably withheld) such Tax Return to the extent it relates to the portion of the period ending on the Closing Date. Seller shall promptly pay to Buyer the amount of Taxes attributable to such period less any Taxes previously paid relating to such period (as determined pursuant to Section 11.1(c11.1(a) above) at the time such Tax Return is filed. If Seller has overpaid the amount of Taxes attributable to such period Buyer shall refund such amount. (c) With respect to any taxable year of Company and each Subsidiary ConsumerInfo ending after December 2731, 1998 2001 and on or prior to the Closing Date, Buyer shall promptly cause Company and each Subsidiary ConsumerInfo to prepare and provide to Seller a package of tax information materials (the "Tax Package")) containing information reasonably necessary to permit Seller to prepare tax returns for such period or periods, which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of Company and each SubsidiaryConsumerInfo. Seller shall not make any elections with respect to Tax Returns for Company or ConsumerInfo for periods, or portions thereof, ending on or prior to the Closing Date, except with the consent of Buyer, which shall not be unreasonably withheld. (d) Company or ConsumerInfo shall recognize in full any adjustment required under Section 481 of the Code to the taxable income of Company or ConsumerInfo in the period prior to the Closing Date. Seller shall indemnify Buyer for any Tax related thereto in accordance with Section 11.1(a).

Returns and Reports. (a) Seller shall file or cause to be filed when due all Tax Returns with respect to Taxes that are required to be filed by or with respect to Company and each Subsidiary for taxable years or periods ending on or before the Closing Date and shall pay any Taxes shown as due on such Tax returns. Unless otherwise required, Tax Returns with respect to Taxes for taxable years ending on the Closing Date shall be prepared on a basis consistent with Treasury Regulations Section 1.1502-76(b)(1); PROVIDEDprovided, HOWEVERhowever, that if the Closing Date -------- ------- falls in the middle of a month, Seller and Buyer may agree to allocate the tax items ratable to such month consistent with Treasury Regulations Section 1.1502-1.1502- 76(b)(2)(iii). Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed by or with respect to Company and each Subsidiary for taxable years or periods ending after the Closing Date and shall pay any Taxes shown as due on such Tax Returns subject to any reimbursement to which Buyer may be entitled pursuant to Section 11.1. Buyer shall cause Company and each Subsidiary to consent to join, for all taxable periods of Company or Subsidiary ending on or before the Closing Date for which Company or Subsidiary is eligible to do so, in any consolidated, combined or unitary Tax Returns relating to Tax which Seller shall request it to join. (b) With respect to any Tax Return with respect to Taxes that covers a period beginning before and ending after the Closing Date, a copy of such Tax Return shall be provided to Seller within 45 days prior to the due date (including extensions) for the filing thereof, and Seller shall have the right to approve (which approval shall not be unreasonably withheld) such Tax Return to the extent it relates to the portion of the period ending on the Closing Date. Seller shall promptly pay to Buyer the amount of Taxes attributable to such period less any Taxes previously paid relating to such period (as determined pursuant to Section 11.1(c) above) at the time such Tax Return is filed. If Seller has overpaid the amount of Taxes attributable to such period Buyer shall refund such amount. (c) With respect to any taxable year of Company and each Subsidiary ending after December 27, 1998 and on or prior to the Closing Date, Buyer shall promptly cause Company and each Subsidiary to prepare and provide to Seller a package of tax information materials (the "Tax Package"), which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of Company and each Subsidiary.

Returns and Reports. (a) Seller Buyer shall file prepare or cause to be filed when due all prepared any Tax Returns with respect to Taxes of ERC that are required to be filed by or with respect to Company and each Subsidiary for taxable years or periods ending on or before after the Closing Effective Date and which pertain to any Post-Effective Date Period. Parent shall pay prepare any Taxes shown as due on such Tax returns. Unless otherwise required, Tax Returns with respect of ERC that pertain to Taxes for taxable years ending on any Pre-Effective Date Period. In the Closing Date shall be prepared on a basis consistent with Treasury Regulations Section 1.1502-76(b)(1); PROVIDED, HOWEVER, that if the Closing Date falls in the middle case of a month, Seller and Buyer may agree to allocate the tax items ratable to such month consistent with Treasury Regulations Section 1.1502-76(b)(2)(iii). Buyer shall file or cause to be filed when due all Tax Returns that are required to be filed by Parent hereunder, Parent shall deliver drafts of such Tax Returns together with supporting information to Buyer for its review no later than sixty (60) days before the statutory deadline for filing the applicable Tax Return (as extended) (or otherwise within a reasonable period of time prior to the filing of such Tax Returns, if such Tax Return cannot be prepared within such sixty (60) days time frame). Parent shall consider in good faith any comments made by Buyer consistent with respect to Company and each Subsidiary for taxable years or periods ending after such Tax Returns. Parent shall remit the Closing Date and shall pay any Taxes amount of Tax shown as due on such Tax Returns subject directly to any reimbursement to which Buyer may be entitled pursuant to Section 11.1. Buyer shall cause Company and each Subsidiary to consent to join, for all taxable periods of Company or Subsidiary ending the relevant Governmental Authority on or before the Closing Date due date for which Company or Subsidiary is eligible to do sosuch payment, in each case taking into account applicable extensions, on any consolidated, combined or unitary Tax Returns relating it prepares pursuant to Tax which Seller this section. To the extent that Parent has remitted more Taxes than it is obligated to pay under this Agreement, Buyer shall request it pay to join. (b) With respect to any Tax Return with respect to Taxes that covers a period beginning before and ending after Parent the Closing Date, a copy amount of such Tax Return shall be provided to Seller within 45 excess three (3) days prior to the date the Tax is due date to the Taxing Authority or three (including extensions3) days after receipt of demand for such payment, whichever is later. For purposes of this Section 5.07(b), a Tax Return for a period that begins before and ends after the Effective Date shall be considered to relate solely to a Post-Effective Date Period. In the case of a Tax Return of ERC for a period that begins before and ends after the Effective Date which is prepared by Buyer hereunder, Buyer shall deliver drafts of such Tax Returns together with supporting information to Parent for its review no later than sixty (60) days before the statutory deadline for filing the applicable Tax Return (as extended) (or otherwise within a reasonable period of time prior to the filing thereofof such Tax Return, and Seller shall have the right to approve (which approval shall not be unreasonably withheld) if such Tax Return to the extent it relates to the portion of the period ending on the Closing Datecannot be prepared within such sixty (60) day time frame). Seller Buyer shall promptly pay to Buyer the amount of Taxes attributable consider in good faith any comments made by Parent with respect to such period less any Taxes previously paid relating to such period (as determined pursuant to Section 11.1(c) above) at the time such Tax Return is filed. If Seller has overpaid the amount of Taxes attributable to such period Buyer shall refund such amountReturn. (c) With respect to any taxable year of Company and each Subsidiary ending after December 27, 1998 and on or prior to the Closing Date, Buyer shall promptly cause Company and each Subsidiary to prepare and provide to Seller a package of tax information materials (the "Tax Package"), which shall be completed in accordance with past practice including past practice as to providing the information, schedules and work papers and as to the method of computation of separate taxable income or other relevant measure of income of Company and each Subsidiary.