Common use of Tax Periods Ending On or Before the Closing Date - Nonconsolidated Tax Returns Clause in Contracts

Tax Periods Ending On or Before the Closing Date - Nonconsolidated Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each of the Company and its Subsidiaries for all periods ending on or prior to the Closing Date which are filed after the Closing Date, other than Tax Returns with respect to periods for which a consolidated, unitary or combined Tax Return of Seller will include the operations of the Company and its Subsidiaries. Buyer shall permit Seller and IHC to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller and IHC. IHC or Seller shall pay to Buyer, within fifteen (15) days after the date on which Taxes are paid with respect to such periods, that amount equal to such Taxes of each of the Company and its Subsidiaries with respect to such periods, except to the extent that such Taxes are reflected in the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheets (rather than in any notes thereto) contained in the Fiscal Year-End Financial Statements, as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Company and its Subsidiaries in filing their Tax Returns.

Tax Periods Ending On or Before the Closing Date - Nonconsolidated Tax Returns. Buyer Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each of the Company and its Subsidiaries for all periods ending on or prior to the Closing Date which are filed after the Closing Date, other than Tax Returns with respect to periods for which a consolidated, unitary or combined Tax Return of Seller will include the operations of the Company and its SubsidiariesCompany. Buyer Purchaser shall permit Seller and IHC to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Seller and IHCSeller. IHC or Seller shall pay to BuyerPurchaser, within fifteen (15) days after the date on which Taxes are paid with respect to such periods, that amount equal to such Taxes of each of the Company and its Subsidiaries with respect to such periods, except to the extent that such Taxes are reflected in the reserve for such Tax Liability liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheets Balance Sheet (rather than in any notes thereto) contained in the Fiscal Year-End Financial Statements), as such reserve is adjusted for the passage of time through the Closing Date in accordance with past custom and practice of the Company and its Subsidiaries in filing their its Tax Returns.

Tax Periods Ending On or Before the Closing Date - Nonconsolidated Tax Returns. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for each of the Company and its the Company Subsidiaries for all periods ending on or prior that are due to the Closing Date which are be filed after the Closing Date, other than Tax Returns with respect to periods for which a consolidated, unitary or combined Tax Return of Seller will include the operations of the Company and its the Company Subsidiaries. Buyer shall permit Seller and IHC to review and comment on each such Tax Return described in the preceding sentence that relates to a period ending on or prior to filing the Closing Date which is filed after the Closing Date prior to such filing, and shall make such revisions to such Tax Returns as are reasonably requested by Seller. Buyer shall deliver to Seller completed drafts of all such Tax Returns at least thirty days prior to the filing thereof for Seller’s review, comment and IHCreasonable approval without undue delay. IHC or Seller shall pay to Buyer, within fifteen (15) days after the date on which Taxes are paid with respect to such periods, that amount equal to such Taxes of each of the Company and its the Company Subsidiaries with respect to such periods, except to the extent that such Taxes are reflected or otherwise taken into account in determining the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) shown on the face of the balance sheets (rather than in any notes thereto) contained in the Fiscal Year-End Financial Statements, as such reserve is adjusted for the passage of time through the Final Closing Date in accordance with past custom and practice of the Company and its Subsidiaries in filing their Tax ReturnsWorking Capital Amount.