Common use of Returns for Periods Through the Closing Date Clause in Contracts

Returns for Periods Through the Closing Date. Buyer shall not cause or permit Split-Off Subsidiary to take or undertake any transactions outside the ordinary course of business on the Closing Date occurring on the Closing Date after Buyer’s purchase of the Shares. . Split-Off Subsidiary will promptly furnish tax information to Seller for inclusion in Seller’s consolidated federal income tax return for the Pre-Closing Period as requested by Seller. Buyer and Split-Off Subsidiary shall not file or amend any Tax return relating to any Tax period or portion thereof before the closing, make any Tax election with effect prior to or at the Closing or take any other action that could affect the Tax liability of Seller or PrivateCo or any of their Affiliates (including, solely for this purpose, Split-Off Subsidiary prior to the Closing). Split-Off Subsidiary shall waive any carryback of losses or other Tax attributes from periods following the Closing to periods prior to the Closing.