Common use of Tax Elections; Amended Returns Clause in Contracts

Tax Elections; Amended Returns. Except in connection with a Proceeding resolved pursuant to Section 6.03(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may amend or cause the amendment of a Tax Return of the Company, or file or amend any Tax election, or file a Tax Return after the due date thereof, concerning the Company, in each case, with respect to any taxable period that would affect the computation of Pre-Closing Taxes, without the written consent of the Seller, which consent shall not be unreasonably withheld or delayed. The Buyer shall, upon request by the Seller, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return with respect to the Company for any taxable period beginning before the Closing Date that is necessary to cause such Tax Return to be consistent with adjustments to a Tax Return for any other taxable period proposed by a Taxing Authority or correlative to adjustments of items included in the consolidated federal income Tax Return of the Seller or Tax Returns of its other Affiliates, or that is otherwise required by Applicable Law to be filed.

Tax Elections; Amended Returns. Except in connection with a Proceeding resolved pursuant to Section 6.03(e6.04(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may amend or cause the amendment of a Tax Return of the Company, or file or amend any Tax election, or file a Tax Return after the due date thereof, concerning the Company, in each case, with respect to any taxable period that would affect the computation of Pre-Closing Taxes, without the written consent of the SellerStockholders’ Representative, which consent shall not be unreasonably withheld or delayed. The Buyer Parent shall, upon request by the SellerStockholders’ Representative, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return with respect to the Company for any taxable period beginning before the Closing Date that is necessary to cause such Tax Return to be consistent with adjustments to a Tax Return for any other taxable period proposed by a Taxing Authority or correlative to adjustments of items included in the consolidated federal income Tax Return of the Seller or Tax Returns of its other AffiliatesAuthority, or that is otherwise required by Applicable Law to be filed.

Tax Elections; Amended Returns. Except in connection with a Proceeding an audit resolved pursuant to Section 6.03(e8.04(e) (including consistent correlative adjustments to Tax Returns for non-audited taxable periods), no Party or Affiliate of a Party may amend or cause the amendment of a Tax Return of the Companyany Vionic Entity, or file or amend any Tax election, or file a Tax Return after the due date thereof, concerning the Companyany Vionic Entity, in each case, with respect to any taxable period that would affect or portion thereof ending prior to or as of the computation of Pre-Closing Taxes, without the written consent of the SellerSellers’ Representative, which consent shall not be unreasonably withheld withheld, conditioned, or delayed. The Buyer shall, upon request by the SellerSellers’ Representative, cooperate in the preparation of and submission to the proper Taxing Authority of any amended Tax Return with respect to the Company any Vionic Entity for any taxable period beginning before the Closing Date that is necessary to cause such Tax Return to be consistent with adjustments to a Tax Return for any other taxable period proposed by a Taxing Authority or correlative to adjustments of items included in the consolidated federal income Tax Return of the Seller or Tax Returns of its other AffiliatesAuthority, or that is otherwise required by Applicable Law to be filed.