Common use of Separate Company Returns Clause in Contracts

Separate Company Returns. Seller shall prepare (or cause to be prepared) and timely file all other Tax Returns with respect to the Company and each subsidiary that are not Consolidated Returns and that are for Tax Periods ending on or before the Closing Date; provided however, that the filing of any such Tax Return shall, except as set forth on Schedule 7.6(b), be subject to the Purchaser's prior written consent, which shall not be unreasonably withheld; provided further that the Purchaser shall consent to the filing of any such Tax Return if such filing would not have a significant adverse effect on the Taxes of the Company or its subsidiaries for any Post-Closing Period. Purchaser shall prepare (or cause to be prepared) and timely file all Tax Returns for any Tax Period ending after the Closing Date that are not Consolidated Returns (the "Purchaser Returns"). If the Seller is obligated under this Agreement to indemnify the Purchaser for any Taxes due with respect to a Purchaser Return, the filing of such Purchaser Return shall be subject to the Seller's prior written consent, which shall not be unreasonably withheld; provided however, that the Seller shall consent to the filing of any such Tax Return if such filing would not have a significant adverse effect on the Taxes of the Company or its subsidiaries for any Pre-Closing Period. Payment of Taxes shown to be due on such Tax Returns shall be made in accordance with Section 7.8 hereof and shall be allocated among the parties in accordance with Section 7.7(b) hereof.

Separate Company Returns. Seller shall prepare (or cause to be prepared) and timely file all other Tax Returns with respect to the Company and each subsidiary that are not Consolidated Returns and that are for Tax Periods ending on or before the Closing Date; provided however, that the filing of any such Tax Return shall, except as set forth on Schedule 7.6(b)Section 8.4(b) of the Seller Disclosure Schedule, be subject to the Purchaser's prior written consent, which shall not be unreasonably withheld; provided further that the Purchaser shall consent to the filing of any such Tax Return if such filing would not have a significant adverse effect on the Taxes of the Company or its subsidiaries for any Post-Closing Period. Purchaser shall prepare (or cause to be prepared) and timely file all Tax Returns for any Tax Period ending after the Closing Date that are not Consolidated Returns (the "Purchaser Returns"). If the Seller is obligated under this Agreement to indemnify the Purchaser for any Taxes due with respect to a Purchaser Return, the filing of such Purchaser Return shall be subject to the Seller's prior written consent, which shall not be unreasonably withheld; provided however, that the Seller shall consent to the filing of any such Tax Return if such filing would not have a significant adverse effect on the Taxes of the Company or its subsidiaries for any Pre-Closing Period. Payment of Taxes shown to be due on such Tax Returns shall be made in accordance with Section 7.8 8.5 hereof and shall be allocated among the parties in accordance with Section 7.7(b8.5(b) hereof.

Separate Company Returns. Seller shall prepare (or cause to be prepared) and timely file all other Tax Returns with respect to the Company and each subsidiary that are not Consolidated Returns and that are for Tax Periods ending on or before the Closing Date; provided however, that the filing of any such Tax Return shall, except as set forth on Schedule 7.6(b)Section 7.4(b) of the Seller Disclosure Schedule, be subject to the Purchaser's prior written consent, which shall not be unreasonably withheld; provided further that the Purchaser shall consent to the filing of any such Tax Return if such filing would not have a significant adverse effect on the Taxes of the Company or its subsidiaries for any Post-Closing Period. Purchaser shall prepare (or cause to be prepared) and timely file all Tax Returns for any Tax Period ending after the Closing Date that are not Consolidated Returns (the "Purchaser Returns"). If the Seller is obligated under this Agreement to indemnify the Purchaser for any Taxes due with respect to a Purchaser Return, the filing of such Purchaser Return shall be subject to the Seller's prior written consent, which shall not be unreasonably withheld; provided however, that the Seller shall consent to the filing of any such Tax Return if such filing would not have a significant adverse effect on the Taxes of the Company or its subsidiaries for any Pre-Closing Period. Payment of Taxes shown to be due on such Tax Returns shall be made in accordance with Section 7.8 7.5 hereof and shall be allocated among the parties in accordance with Section 7.7(b7.5(b) hereof.