Common use of Tax Returns; Liability for Taxes Clause in Contracts

Tax Returns; Liability for Taxes. (1) At the Managing General Partner's election, the Managing General Partner shall be responsible for and shall have the ultimate discretion with respect to, all Returns required or permitted by applicable law to be filed by the Managing General Partner with respect to the Company for all taxable periods that end on or before the Closing Date; provided, however, that the preparation and filing of such Returns shall be subject to review and approval of the Purchaser (which approval shall not be unreasonably withheld). If the Managing General Partner does not elect to prepare and file such Returns, the Purchaser shall be responsible for, and shall have the ultimate discretion with respect to, such Returns; provided, however, that the preparation and filing of such Returns shall be subject to review and approval of the Managing General Partner (which approval shall no be unreasonably withheld).