Common use of Seller Tax Returns Clause in Contracts

Seller Tax Returns. Equity Seller shall at its expense prepare or cause to be prepared and timely filed, and the Company shall take any steps necessary to authorize Equity Seller to file: (i) any income (or similar) Tax Returns of or including the Company for the taxable year ending on or immediately prior to the Closing Date (the “Final Short Year”), (ii) any income (or similar) Tax Returns of or including SSI for the Final Short Year, and (iii) any other Tax Returns of or including the Company or SSI for taxable periods ending prior to the Closing Date (in each case, and collectively with the Final Short Year, a “Pre-Closing Tax Period”) that taking into account extensions timely filed by or on behalf of the Company or SSI, were not required to be filed prior to the Closing Date (each such Tax Return referenced in this sentence, a “Seller Tax Return”). All Seller Tax Returns shall be prepared in a manner consistent with past customs and practices employed by the Company to the extent not inconsistent with applicable Law and by Ernst & Young US LLP or, if not such firm, another accounting firm reasonably acceptable to Equity Buyer. At least thirty (30) days prior to the due date for each such Seller Tax Return (taking into account any extensions timely filed by Equity Seller) of the Company or SSI which, for the avoidance of doubt shall not include any return including the Equity Seller (each such Seller Tax Return referenced in this sentence, a “Separate Seller Tax Return”), Equity Seller shall submit a draft of each Separate Seller Tax Return (together with the related work papers and supporting information) to Equity Buyer for its review or its designee’s review prior to filing. Equity Buyer (or its designee) shall review and comment on such draft Separate Seller Tax Returns in good faith within fifteen (15) days after receipt thereof. If Equity Buyer (or its designee) delivers comments in writing to Equity Seller within such period, Equity Seller shall cause any such reasonable comments to be reflected on such Separate Seller Tax Returns unless such comments: (i) could materially affect a taxable period (including the portion of a Straddle Period) ending prior to the Closing Date; (ii) are inconsistent with the Company’s past practices; or (iii) are inconsistent with applicable Law as of the date the applicable Separate Seller Tax Return is filed. In the event of a disagreement concerning any Separate Seller Tax Return or any comments made by Equity Buyer thereto pursuant to this Section 5.2(c), Equity Seller and Equity Buyer shall use their respective good faith efforts to resolve any disagreement in connection with Equity Buyer’s comments. Equity Seller shall pay any and all Taxes due and payable with respect to a Seller Tax Return when such Seller Tax Return is filed, unless the Tax due and payable for the taxable period reflected on such Seller Tax Return was included in the calculation of the Closing Cash Proceeds as reflected on the Final Closing Statement.

Seller Tax Returns. Equity Seller shall at its expense timely prepare or cause to be prepared and timely filed, and the Company shall take any steps necessary to authorize Equity Seller to file: (i) any income (or similar) Tax Returns of or including the Company for the taxable year ending on or immediately prior to the Closing Date (the “Final Short Year”), (ii) any income (or similar) Tax Returns of or including SSI for the Final Short Year, and (iii) any other Tax Returns of or including the Company or SSI for taxable periods ending prior to the Closing Date (in each case, and collectively file with the Final Short Year, a “relevant Taxing Authorities for any Pre-Closing Tax Period”) that taking into account extensions timely Periods all Tax Returns required to be filed by Seller (specifically with respect to the Purchased Assets) and by the Company and any Company Subsidiaries. Any Tax Returns prepared by Seller pursuant to this Section 8.1(a) shall, unless otherwise required by law, be prepared on a basis consistent with the past practices of Seller or the Company and any Company Subsidiaries, as the case may be. Seller shall also prepare such Tax Returns in a manner that does not distort taxable income (e.g., by deferring income or accelerating deductions). Seller shall furnish Purchaser with a copy of each such Tax Return (excluding, for these purposes, any personal property Tax Return with respect to which the personal property Tax due will be less than $5,000) at least forty-five (45) days prior to the date on which such Tax Return is required to be filed with the relevant Taxing Authority. Purchaser shall deliver to Seller comments, if any, with respect to such Tax Return within fifteen (15) days of Purchaser's receipt thereof. If Purchaser delivers comments to Seller within the applicable 15-day period, Purchaser and Seller shall negotiate in good faith in order to resolve any disputes with respect to such Tax Return, provided, that, if Purchaser and Seller are unable to resolve all disputes with respect to such Tax Return after ten (10) days of good faith negotiations, the matter shall be submitted to the Independent Accountant for resolution (in accordance with the requirements of this Section 8.1(a)) at least five (5) days prior to the date on which such Tax Return is required to be filed with the relevant Taxing Authority. The Independent Accountant's review of any such Tax Return shall be limited to the disputed issues, and shall be final and binding on the parties. The fees of the Independent Accountant shall be borne equally by the parties, provided, that, in the event the Independent Accountant does not make any material modifications to the applicable Tax Return, the fees of the Independent Accountant shall be borne entirely by Purchaser. To the extent Seller is not authorized by law to execute, on behalf of the Company or SSIany Company Subsidiary, were not required to be filed prior to as the Closing Date (each such case may be, a Tax Return referenced in this sentence, a “prepared by Seller Tax Return”). All Seller Tax Returns shall be prepared in a manner consistent with past customs and practices employed by the Company to the extent not inconsistent with applicable Law and by Ernst & Young US LLP or, if not such firm, another accounting firm reasonably acceptable to Equity Buyer. At least thirty (30) days prior to the due date for each such Seller Tax Return (taking into account any extensions timely filed by Equity Seller) of the Company or SSI which, for the avoidance of doubt shall not include any return including the Equity Seller (each such Seller Tax Return referenced in this sentence, a “Separate Seller Tax Return”), Equity Seller shall submit a draft of each Separate Seller Tax Return (together with the related work papers and supporting information) to Equity Buyer for its review or its designee’s review prior to filing. Equity Buyer (or its designee) shall review and comment on such draft Separate Seller Tax Returns in good faith within fifteen (15) days after receipt thereof. If Equity Buyer (or its designee) delivers comments in writing to Equity Seller within such period, Equity Seller shall cause any such reasonable comments to be reflected on such Separate Seller Tax Returns unless such comments: (i) could materially affect a taxable period (including the portion of a Straddle Period) ending prior to the Closing Date; (ii) are inconsistent with the Company’s past practices; or (iii) are inconsistent with applicable Law as of the date the applicable Separate Seller Tax Return is filed. In the event of a disagreement concerning any Separate Seller Tax Return or any comments made by Equity Buyer thereto pursuant to this Section 5.2(c8.1(a), Equity Seller and Equity Buyer shall use their respective good faith efforts to resolve any disagreement in connection with Equity Buyer’s comments. Equity Seller shall pay any and all Taxes due and payable with respect to a Seller deliver such Tax Return when to Purchaser on a timely basis, and Purchaser shall cause such Seller Tax Return is to be executed and timely filed, unless the Tax due and payable for the taxable period reflected on such Seller provided, that, if any Tax Return was included in the calculation of the Closing Cash Proceeds as reflected prepared by Seller pursuant to this Section 8.1(a) is delivered to Purchaser on the Final Closing Statementa timely basis but is not timely filed by Purchaser, Seller shall not be liable for any resulting interest, penalty or addition to Tax.

Seller Tax Returns. Equity Seller Buyer shall at its expense direct the Company Entities to prepare or cause to be prepared and timely filed, and file or cause to be filed all Flow-Through Income Tax Returns for the Company shall take Entities (including IRS Form 1065 and any steps necessary to authorize Equity Seller to file: (istate or local equivalent form) any income (or similar) Tax Returns of or including the Company for the all taxable year periods ending on or immediately prior to before the Closing Date and all Straddle Periods, in each case, the due date of which is after the Closing Date (the “Final Short YearSeller Tax Returns”), (ii) any income (or similar) and, each such Seller Tax Returns of or including SSI Return for the Final Short Yeartaxable year ended December 31, and (iii) any other Tax Returns of or including the Company or SSI for taxable periods ending prior to 2023, and, if the Closing Date (in each caseoccurs on or after January 1, and collectively with 2025, for the Final Short Yeartaxable year ended December 31, 2024, a “Pre-Closing Tax Period”) that taking into account extensions timely filed by or on behalf of the Company or SSI, were not required to be filed prior to the Closing Date (each such Tax Return referenced in this sentence, a “Seller TY23 Tax Return”). All Each such Seller Tax Returns Return shall be prepared in a manner that is consistent with past customs custom and practices employed practice of the relevant Company Entity, except as otherwise required by applicable Law, and each TY23 Tax Return shall be prepared using the historic tax return preparers of the Company Entities; provided that all Transaction Tax Deductions shall be deducted on any such Seller Tax Returns (including the portion of the Straddle Period ending on the Closing Date) to the maximum extent not inconsistent with permitted by applicable Law (under not less than a “more likely than not” standard). The parties agree that (i) the Company Entities shall make the election pursuant to Revenue Procedure 2011-29, 2011-18 IRB 746 to deduct 70% of any success-based fees for U.S. federal or state income tax purposes, and by Ernst & Young US LLP or(ii) all Flow-Through Income Tax Returns for any taxable period that includes the Closing Date shall include an election under Code Section 754 (or similar or corresponding election under U.S. state or local Law). The Company Entities shall provide the Seller Representative with the right to review, if comment on and consent (such consent not such firmto be unreasonably withheld, another accounting firm reasonably acceptable conditioned or delayed) to Equity Buyer. At least thirty the filing of each Seller Tax Returns no later than ten (3010) days prior to the due date for each such Seller Tax Return (taking into account any extensions timely filed valid extensions) for filing such Tax Returns. The Company Entities shall make all reasonable changes requested by Equity Seller) of the Company or SSI which, for the avoidance of doubt shall not include any return including the Equity Seller (each Representative with respect to such Seller Tax Return referenced in this sentence, a “Separate Returns. The Seller Tax Return”), Equity Seller Representative shall submit a draft of each Separate Seller Tax Return (together with direct the related work papers Company Entities to prepare or cause to be prepared and supporting information) file or cause to Equity Buyer for its review or its designee’s review prior to filing. Equity Buyer (or its designee) shall review and comment on such draft Separate Seller be filed all income Tax Returns in good faith within fifteen (15) days after receipt thereof. If Equity Buyer (or its designee) delivers comments in writing to Equity Seller within such period, Equity Seller shall cause any such reasonable comments to be reflected on such Separate Seller Tax Returns unless such comments: (i) could materially affect a for the Company Entities for each taxable period (including ending on or before the portion Closing Date the due date of a Straddle Period) ending which is prior to the Closing Date; (ii) are inconsistent , each such Tax Return shall be prepared in a manner that is consistent with past custom and practice of the relevant Company Entity, the Company Entities shall provide Buyer with the Company’s past practices; or right to review and comment on all such material income Tax Returns no later than ten (iii10) are inconsistent with applicable Law as of days prior to the due date (taking into account valid extensions) for filing such income Tax Returns, and the applicable Separate Seller Tax Return is filed. In the event of a disagreement concerning any Separate Seller Tax Return or any comments made Company Entities shall make all reasonable changes requested by Equity Buyer thereto pursuant to this Section 5.2(c), Equity Seller and Equity Buyer shall use their respective good faith efforts to resolve any disagreement in connection with Equity Buyer’s comments. Equity Seller shall pay any and all Taxes due and payable with respect to a Seller such income Tax Return when such Seller Tax Return is filed, unless the Tax due and payable for the taxable period reflected on such Seller Tax Return was included in the calculation of the Closing Cash Proceeds as reflected on the Final Closing StatementReturns.

Seller Tax Returns. Equity Seller Group shall be responsible, at its expense prepare or cause to be prepared sole cost and timely filedexpense, and for the Company shall take any steps necessary to authorize Equity Seller to file: (i) any income (or similar) preparation of all Tax Returns of or including the Company for the taxable year any Tax Period ending on or immediately prior to before the Closing Date (the “Final Short Year”), (ii) any income (or similar) Tax Returns of or including SSI for the Final Short Year, and (iii) any other Tax Returns of or including the Company or SSI for taxable periods ending prior to the Closing Date (in each case, and collectively with the Final Short Year, a “Pre-Closing Tax Period”) that taking into account extensions timely filed by or on behalf of the Company or SSI, were not which are required to be filed prior to after the Closing Date (each such or that relate to a consolidated, combined, unitary or similar Tax Return referenced in this sentencethat includes Seller (or any Affiliate of Seller other than the Company), a on the one hand, and the Company, on the other hand (the “Seller Tax ReturnConsolidated Returns”). All Seller Such Tax Returns shall be prepared in a manner consistent accordance with past customs and practices employed by practice of the Company except to the extent required by the Section 338(h)(10) Elections, as otherwise required by Applicable Tax Law or with the prior written consent of Buyer (such consent not inconsistent to be unreasonably withheld, conditioned or delayed). Seller shall provide to Buyer and its authorized Representatives a copy of such Tax Returns (including any amendment to any such Tax Returns), together with applicable Law appropriate supporting information and by Ernst & Young US LLP orschedules, if not such firm, another accounting firm reasonably acceptable to Equity Buyer. At at least thirty (30) days prior to the due date (including any extension thereof) for each the filing of such Seller Tax Return (taking into account for purposes of clarity, it being understood that, in the case of any extensions timely filed by Equity Seller) Consolidated Return, such review shall involve only a pro forma return of the Company or SSI which, for used in the avoidance preparation of doubt shall not include any return including the Equity Seller (each such Seller Tax Return referenced in this sentence, a “Separate Seller Tax Consolidated Return”), Equity . Seller shall submit a draft of each Separate Seller Tax Return (together with the related work papers and supporting information) to Equity Buyer for its review or its designee’s review prior to filing. Equity Buyer (or its designee) shall review and comment on such draft Separate Seller Tax Returns consider in good faith within written comments, if any, of Buyer with respect to each such Tax Return that are delivered by Buyer to Seller no later than fifteen (15) days after receipt thereof. If Equity Buyer (or its designee) delivers comments in writing to Equity Seller within such period, Equity Seller shall cause any such reasonable comments to be reflected on such Separate Seller Tax Returns unless such comments: (i) could materially affect a taxable period (including the portion of a Straddle Period) ending prior to the Closing Date; due date (iiincluding any extension thereof) are inconsistent with for the Company’s past practices; or (iii) are inconsistent with applicable Law as filing of such Tax Return. Unless otherwise agreed by Seller and Buyer, the date the applicable Separate Seller consolidated federal income Tax Return is filed. In for the event Seller Group that includes the Company for the Tax Period that includes the Closing Date will not be prepared on the basis of a disagreement concerning any Separate Seller Tax Return ratable allocation election under Treasury Regulations §1.1502-76(b) (or any comments made by Equity analogous provision of state, local or foreign Applicable Tax Law). Seller shall timely file or cause to be timely filed all such Consolidated Returns, and shall timely pay or cause to be timely paid all Taxes shown as due on such Consolidated Returns. Buyer thereto shall timely file or cause to be timely filed all other Tax Returns (other than the Consolidated Returns) prepared pursuant to this Section 5.2(c7.3(a)(i), Equity Seller and Equity Buyer shall use their respective good faith efforts timely pay or cause to resolve any disagreement in connection with Equity Buyer’s comments. Equity be timely paid all Taxes shown as due on such other Tax Returns; provided that Seller shall pay any and all Buyer the amount of Taxes due and payable for which Seller is responsible under Section 11.1(a)(iii) of this Agreement with respect to a Seller each such Tax Return when such Seller at least five (5) Business Days before the due date for filing the applicable Tax Return is filed, unless the Tax due and payable for the taxable period reflected on such Seller Tax Return was included in the calculation of the Closing Cash Proceeds as reflected on the Final Closing StatementReturn.

Seller Tax Returns. Equity Seller (a) Sellers and Buyer agree and intend that, pursuant to the Code and the applicable Treasury Regulations, if the Section 338(h)(10) Election is made for a Company, the Company's taxable year shall terminate at its expense the end of the Closing Date and, if no such election is made in respect of the Company, such short taxable year for which the Company is an S corporation shall end at the end of the day before the Closing Date. Sellers shall prepare and file (or cause to be prepared and filed) at its own expense in a timely filed, and manner the Company shall take any steps necessary to authorize Equity Seller to file: (i) any income (or similar) Tax Returns of or including the Company required to be filed for the taxable Companies for any tax year ending on or immediately prior to before the Closing Date (the “Final Short Year”), (ii) any income (or similar) Tax Returns of or including SSI for the Final Short Year, and (iii) any other Tax Returns of or including the Company or SSI for taxable periods ending prior to the Closing Date (in each case, and collectively with the Final Short Year, a “Pre-Closing Tax Period”) that taking into account extensions timely filed by or on behalf of the Company or SSI, were not required to be filed prior to the Closing Date (each such Tax Return referenced in this sentence, a “"Seller Tax Return”"). All Any such Seller Tax Returns Return shall be prepared in a manner consistent with past customs and practices employed practice (unless otherwise required by applicable Law). Any Seller Return in which the income of the Company passes through to the Sellers, including Forms 1065 and comparable state Tax Returns (a "Seller Pass-Through Tax Return"), shall be submitted by Sellers' Representative (together with schedules, statements and, to the extent not inconsistent with applicable Law and requested by Ernst & Young US LLP orBuyer, if not such firm, another accounting firm reasonably acceptable supporting documentation) to Equity Buyer. At Buyer at least thirty (30) 15 days prior to the due date for each (including extensions) of such Seller Tax Return. Buyer shall have the right review and any such Seller Tax Return and Sellers shall consider any comments of Buyer related thereto. Notwithstanding anything to the contrary in this Agreement, Sellers' Representative shall control the negotiation and settlement of any and all audits of any such Seller Pass-Through Tax Return. Any Seller Tax Return other than Seller Pass-Through Tax Returns (an "Other Seller Tax Return"), such as those for state or local sales and use Taxes, real property Taxes, and entity franchise or income Taxes, shall be prepared in a manner consistent with past practice (unless otherwise required by applicable Law). Any Other Seller Tax Return shall be submitted by Sellers' Representative (together with schedules, statements and, to the extent requested by Buyer, supporting documentation) to Buyer at least 30 days prior to the due date (including extensions) of such Other Seller Tax Return. Buyer shall have the right review and any such Other Seller Tax Return and Sellers shall consider any comments of Buyer related thereto. If Buyer objects to any item on any such Other Seller Tax Return, it shall, within 10 days after delivery of such Other Seller Tax Return, notify Sellers' Representative in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Buyer, on the one hand, and Sellers' Representative, on the other hand, shall negotiate in good faith and use their commercially reasonable best efforts to resolve such items. If Buyer, on the one hand, and Sellers' Representative, on the other hand, are unable to reach such agreement within 10 days after receipt by Sellers' Representative of such notice, the disputed items shall be resolved by the Accounting Referee and any determination by the Accounting Referee shall be final and binding on the Parties. The Accounting Referee shall resolve any disputed items within 20 days of having the item referred to it pursuant to such procedures (or such other time as Buyer, on the one hand, and Sellers' Representative, on the other hand, shall agree in writing). If the Accounting Referee is unable to resolve any disputed items before the due date (taking into account any extensions timely filed by Equity Sellervalid extensions) of the Company or SSI whichfor such Tax Return, for the avoidance of doubt shall not include any return including the Equity Seller (each such Other Seller Tax Return referenced in this sentenceshall be filed as prepared by Buyer and then amended to reflect the Accounting Referee's resolution. The costs, a “Separate Seller Tax Return”)fees and expenses of the Accounting Referee shall be borne equally by Buyer, Equity Seller shall submit a draft on one hand, and Sellers, on the other hand. Any costs, fees or expenses of each Separate Seller Tax Return (together with the related work papers and supporting information) to Equity Buyer for its review or its designee’s review prior to filing. Equity Buyer (or its designee) shall review and comment on such draft Separate Seller Tax Returns in good faith within fifteen (15) days after receipt thereof. If Equity Buyer (or its designee) delivers comments in writing to Equity Seller within such period, Equity Seller shall cause any such reasonable comments Accounting Referee to be reflected on such Separate Seller Tax Returns unless such comments: paid by Sellers will be paid by Sellers pro rata (i) could materially affect a taxable period (including the portion of a Straddle Period) ending prior to the Closing Date; (ii) are inconsistent with the Company’s past practices; or (iii) are inconsistent with applicable Law as of the date the applicable Separate Seller Tax Return is filed. In the event of a disagreement concerning any Separate Seller Tax Return or any comments made by Equity Buyer thereto pursuant to this Section 5.2(c), Equity Seller and Equity Buyer shall use their respective good faith efforts to resolve any disagreement in connection with Equity Buyer’s comments. Equity Seller shall pay any and all Taxes due and payable with respect to a Seller Tax Return when such Seller Tax Return is filed, unless the Tax due and payable for the taxable period reflected on such Seller Tax Return was included in the calculation of the Closing Cash Proceeds as reflected based on the Final Closing StatementSeller Applicable Percentages).

Seller Tax Returns. Equity (a) After the Closing, at its own expense, (i) Seller shall at its expense prepare cause AEC’s historical tax preparers in the Los Angeles office of Ernst & Young LLP to prepare, and AEC shall file or cause to be prepared and timely filed, and the Company shall take any steps necessary to authorize Equity Seller to file: (iii) any all income (or similar) Tax Returns of or including the Company Entities for the taxable year all Tax periods ending on or immediately prior to the Closing Date (which are to be filed after the “Final Short Year”), (ii) any income (or similar) Tax Returns of or including SSI for the Final Short Year, Closing Date; and (iii) any other AEC shall pay (or cause EC Netherlands to pay) all Taxes shown as due and payable on such Tax Returns, in accordance with the applicable Tax Laws; provided, however, that not later than five (5) days before the due date for payment of Taxes due with respect to such Tax Returns, Parent and Seller shall pay or cause to be paid to Purchaser or AEC an amount equal to the income Taxes shown on such Tax Return. Seller shall cause the aforementioned tax preparers to prepare such income Tax Returns of or including the Company or SSI for taxable periods ending prior to the Closing Date (in each case, and collectively with the Final Short Year, a “Pre-Closing Tax Period”) that taking into account extensions timely filed by or on behalf of the Company or SSI, were not required to be filed prior to the Closing Date (each such Tax Return referenced in this sentence, a “Seller Tax Return”). All Seller Tax Returns shall be prepared in a manner consistent with past customs the prior practices of Seller and practices employed by the Company Entities to the extent consistent with applicable Law. In addition to, and not in limitation of, Parent’s and Seller’s obligations in respect of Indemnified Taxes, Parent and Seller shall be jointly and severally responsible for all Taxes payable with respect to the operations of the Company Entities for Pre-Closing Tax Periods (to the extent not inconsistent included in the final determination of Closing Net Working Capital), and Purchaser shall be responsible for all Taxes included in the final determination of Closing Net Working Capital or otherwise payable with applicable Law and by Ernst & Young US LLP or, if not such firm, another accounting firm reasonably acceptable to Equity Buyer. At least thirty (30) days prior respect to the due date for operations of the Company Entities after the Closing. Seller shall permit Purchaser to review and comment on each such income Tax Return, and shall make such revisions to such income Tax Returns as are reasonably requested by Purchaser and consistent with the prior practices of Seller Tax Return and the Company Entities (taking into account any extensions timely filed the transactions contemplated by Equity Seller) this Agreement and the provisions of the Company or SSI which, for the avoidance of doubt shall not include any return including the Equity Seller (each such Seller Tax Return referenced in this sentence, a “Separate Seller Tax Return”Agreement), Equity Seller shall submit a draft of each Separate Seller Tax Return (together with the related work papers and supporting information) to Equity Buyer for its review or its designee’s review prior to filing. Equity Buyer (or its designee) shall review and comment on such draft Separate Seller Tax Returns in good faith within fifteen (15) days after receipt thereof. If Equity Buyer (or its designee) delivers comments in writing to Equity Seller within such period, Equity Seller shall cause any such reasonable comments to be reflected on such Separate Seller Tax Returns unless such comments: (i) could materially affect a taxable period (including the portion of a Straddle Period) ending prior to the Closing Date; (ii) are inconsistent with the Company’s past practices; or (iii) are inconsistent with applicable Law as of the date the applicable Separate Seller Tax Return is filed. In the event of a disagreement concerning dispute among the parties with respect to any Separate Seller item on any such income Tax Return, the parties shall act in good faith to resolve any such dispute prior to the date on which such income Tax Return is required to be filed. If the parties cannot resolve any disputed item, the item or items in question shall be resolved in a manner similar to that set forth in Section 2.03(d); provided, however, that such disputes shall not prevent the timely filing of any comments made by Equity Buyer thereto such income Tax Return. Purchaser shall remit or cause to be remitted all Taxes in respect of Straddle Period Tax Returns; provided, however, that not later than five (5) days before the due date for payment of such Taxes with respect to any such Straddle Period, Parent and Seller shall pay or cause to be paid to Purchaser an amount equal to that portion of the Taxes shown on such return for which Seller is responsible pursuant to this Section 5.2(c), Equity Seller and Equity Buyer shall use their respective good faith efforts 10.02(a) (to resolve any disagreement in connection with Equity Buyer’s comments. Equity Seller shall pay any and all Taxes due and payable with respect to a Seller Tax Return when the extent such Seller Tax Return is filed, unless the Tax due and payable for the taxable period reflected on such Seller Tax Return amount was not included in the calculation final determination of the Closing Cash Proceeds as reflected on the Final Closing StatementNet Working Capital).