Common use of Seller Tax Returns Clause in Contracts

Seller Tax Returns. Seller shall be responsible for the preparation of all Tax Returns of the Company for any Tax Period ending on or before the Closing Date which are required to be filed after the Closing Date or that relate to a consolidated, combined, unitary or similar Tax Return that includes Seller (or any Affiliate of Seller other than the Company). Such Tax Returns shall be prepared in accordance with this Agreement and past practice of the Company except for the Section 338(h)(10) Election, as otherwise required by Applicable Tax Law, or with the prior written consent of Buyer. At least thirty (30) days prior to the due date thereof, Seller shall provide Buyer drafts of such Tax Returns for review and comment (including any amendment to any such Tax Returns) (for purposes of clarity, it being understood that, in the case of any consolidated, combined, unitary, or other similar Tax Return, such review shall involve only a pro forma return of the Company used in the preparation of such consolidated, combined, unitary, or other similar Tax Return), and Seller shall incorporate any reasonable comments of Buyer thereto. Unless otherwise agreed by Seller and Buyer, the consolidated federal income Tax Return for the Seller Group year ending on the Closing Date will not be prepared on the basis of a ratable allocation election under Treasury Regulations §1.1502-76(b) (or any analogous provision of state, local or foreign Applicable Tax Law). Seller shall timely pay or cause to be timely paid all Taxes required to be shown as due on such Tax Returns.

Seller Tax Returns. Seller shall be responsible for the preparation of all Tax Returns of the Company for any Tax Period ending on or before the Closing Date which are required to be filed after the Closing Date or that relate to a consolidated, combined, unitary or similar Tax Return that includes Seller (or any Affiliate of Seller other than the Company). Such Tax Returns shall be prepared in accordance with this Agreement and past practice of the Company except for the Section 338(h)(10) Election, as otherwise required by Applicable Tax Law, or with the prior written consent of Buyer. At least thirty (30) days prior to the due date thereof, Seller shall provide Buyer drafts of such Tax Returns for review and comment (including any amendment to any such Tax Returns) (for purposes of clarity, it being understood that, in the case of any consolidated, combined, unitary, or other similar Tax Return, such review shall involve only a pro forma return of the Company used in the preparation of such consolidated, combined, unitary, or other similar Tax Return), and Seller shall incorporate any reasonable comments of Buyer thereto. Unless otherwise agreed by Seller Xxxxxx and Buyer, the consolidated federal income Tax Return for the Seller Group year ending on the Closing Date will not be prepared on the basis of a ratable allocation election under Treasury Regulations §1.1502-76(b) (or any analogous provision of state, local or foreign Applicable Tax Law). Seller shall timely pay or cause to be timely paid all Taxes required to be shown as due on such Tax Returns.