Common use of Tax Returns; Payment of Taxes Clause in Contracts

Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Sellers shall, and shall cause the Conveyed Entities to, prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, (i) all Tax Returns of or which include the Conveyed Entities or the Non-Transferred Assets (including any amendments thereto) that are required to be filed on or prior to the Closing Date; (ii) all Income Tax Returns of or which include the Conveyed Entities (including any amendments thereto) for all taxable periods ending on or prior to the Closing Date, whether required to be filed before, on or after the Closing Date ((i) and (ii), the “Pre-Closing Period Tax Returns”); and (iii) all Transfer Tax Returns required to be filed by Sellers. Sellers shall, and shall cause the Conveyed Entities to, pay all Taxes shown on such Pre-Closing Period Tax Returns when due. Sellers shall file all such Pre-Closing Period Tax Returns that are Income Tax Returns; provided, however, that if any such Income Tax Returns are filed after the Closing and the Sellers are not authorized to file and execute such Income Tax Return by Law, Purchaser shall file (or cause to be filed) such Income Tax Return with the appropriate Taxing Authority. (i) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Pre-Closing Period Tax Returns which shall be the responsibility of Sellers) relating to the Conveyed Entities or the Non-Transferred Assets that are required to be filed (giving effect to any extensions of time to file) after the Closing Date and Transfer Tax Returns required to be filed by Purchaser. Purchaser shall, and shall cause its Affiliates to, permit Sellers to review and comment on any Tax Return that includes any taxable period ending on or before or beginning before and ending after the Closing Date (collectively, the “Straddle Period Returns”) no fewer than thirty (30) Business Days prior to the due date of the applicable Straddle Period Return for which Sellers or any of their Affiliates has any obligation under this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Sellers. Purchaser shall pay or cause to be paid all Taxes with respect to such Straddle Period Returns when due and Sellers shall pay over to Purchaser no fewer than three (3) Business Days prior to the due date of the applicable Straddle Period Return, an amount of cash sufficient for the payment of any Taxes shown as due on such Tax Return and for which Sellers bear responsibility pursuant to Section 7.1. (ii) Purchaser and Sellers shall, and shall cause their Affiliates to, permit each other to review and comment on the portion of any Tax Returns related to the determination of any Transfer Tax, and Purchaser and Sellers shall, and shall cause their Affiliates to, make such revisions to such Tax Returns as are reasonably requested by the other party, and shall reimburse the other party for one-half (1/2) of such Transfer Taxes. (c) Purchaser agrees that, with respect to each of the Conveyed Entities and any successor thereto: (i) except as provided in Section 7.7(d), neither Purchaser nor any of its Affiliates or any successor thereto will file any claim for refund of Taxes with respect to (a) any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date; (ii) Purchaser, its Affiliates, and any successor thereto must make any election available to them to waive the right to claim in respect of any period ending on or before the Closing Date any carryback with respect to Taxes arising in (a) any period beginning after the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date; and (iii) neither Purchaser nor any of its Affiliates or any successor thereto will file any amended Tax Return in respect of (a) any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date.

Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Sellers Buyer shall, and shall cause the Conveyed Entities toat its own expense, prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, (i) timely file or cause to be timely filed all Tax Returns of or which include the Conveyed Entities or the Non-Transferred Assets (including any amendments thereto) Group Companies that are required to be filed on or prior to after the Closing Date; (ii) all Income . All Tax Returns relating to a Pre-Closing Tax Period shall be prepared in a manner consistent with such Group Company’s past practices, unless otherwise required by applicable Law and subject to the reporting of Transaction Tax Deductions described below. All Tax Returns relating to a Pre-Closing Tax Period shall be prepared for a pre-closing short year in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(A)(1) (and not using the “next day” rule of Treasury Regulations Section 1.1502-76(b)(1)(ii)(B)), unless otherwise required by applicable Law. With respect to the preparation of all such Tax Returns relating to a Pre-Closing Tax Period, the Buyer, Company and the Stockholders’ Representative agree that (A) Buyer shall cause the Tax year of the Company to close as of the end of the Closing Date for federal income tax purposes by including the Company on Buyer’s (or which include the Conveyed Entities (including any amendments theretoits owner’s) for all taxable periods ending on or prior to consolidated Tax Return after the Closing Date, whether required and Buyer shall not take any action, or permit any action to be filed beforetaken, that would prevent the tax year of the Company from ending for state, local and foreign income tax purposes at the end of the day on or after the Closing Date Date, (B) all Transaction Tax Deductions shall be treated as properly allocable to the Pre-Closing Tax Period and shall be included as deductions on the income Tax Returns of the Company for such period, to the maximum extent permitted under applicable Law, and (iC) the Company shall not waive any available carryback of any net operating loss, capital loss or credit on any such income Tax Return prepared for a Pre-Closing Tax Period. For the avoidance of doubt, the parties agree that they will elect to deduct 70% of any success-based fees for U.S. federal income Tax purposes pursuant to Rev. Proc. 2011-29. To the extent that any such Tax Return is an income or franchise Tax Return or other Tax Return with respect to which the liability for Taxes exceeds $50,000 that includes a Pre-Closing Tax Period (other than any payroll Tax Return or any other Tax Return filed more frequently than semi-annually), Buyer shall (A) provide the Stockholders’ Representative with a copy of each such draft Tax Return at least thirty (30) calendar days prior to the earlier of (x) the date such Tax Return is filed and (y) the due date for filing such return (taking into account any extensions thereof) and (ii)B) promptly deliver such additional information regarding such Tax Return as may reasonably be requested by the Stockholders’ Representative. Buyer shall reasonably and in good faith consider any revisions to such Tax Returns as are requested by the Stockholders’ Representative; provided that such revisions are requested no more than fifteen (15) Business Days after such Tax Return is delivered to the Stockholders’ Representative. If Buyer and Stockholders’ Representative are unable through good faith negotiations to resolve any objection raised by the Stockholders’ Representative with respect to any such Tax Returns, the “Pre-Closing Period matter shall be referred to the Accounting Firm for resolution in accordance with procedures substantially similar to those described in ‎Section 2.8(d); provided that if Buyer determines in good faith that such resolution procedures would cause the Tax Returns not to be timely filed, Buyer may, after good faith consideration of Stockholders’ Representative’s suggested revisions, file such Tax Returns”); , and (iii) all Transfer as soon as practicable thereafter shall, if necessary, amend such Tax Returns required to be filed by Sellers. Sellers shall, and shall cause the Conveyed Entities to, pay all Taxes shown on such Pre-Closing Period Tax Returns when due. Sellers shall file all such Pre-Closing Period Tax Returns that are Income Tax Returns; provided, however, that if any such Income Tax Returns are filed after the Closing and the Sellers are not authorized to file and execute such Income Tax Return by Law, Purchaser shall file (or cause to be filed) such Income Tax Return in accordance with the appropriate Taxing Authority. abovementioned resolution procedures. Not later than two (i) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Pre-Closing Period Tax Returns which shall be the responsibility of Sellers) relating to the Conveyed Entities or the Non-Transferred Assets that are required to be filed (giving effect to any extensions of time to file) after the Closing Date and Transfer Tax Returns required to be filed by Purchaser. Purchaser shall, and shall cause its Affiliates to, permit Sellers to review and comment on any Tax Return that includes any taxable period ending on or before or beginning before and ending after the Closing Date (collectively, the “Straddle Period Returns”) no fewer than thirty (302) Business Days prior to the due date of the applicable Straddle Period Return for which Sellers or any of their Affiliates has any obligation under this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Sellers. Purchaser shall pay or cause to be paid all Taxes with respect to such Straddle Period Returns when due and Sellers shall pay over to Purchaser no fewer than three (3) Business Days prior to the due date of the applicable Straddle Period Return, an amount of cash sufficient for the payment of Taxes on any Taxes shown as due on such Tax Return and that includes a Pre-Closing Tax Period, Buyer shall be entitled to receive solely from the Indemnity Escrow Fund the amount of Taxes, if any, for which Sellers bear responsibility the Equity Holders are liable pursuant to Section 7.1. (ii) Purchaser and Sellers shall5.4(a); provided, and shall cause their Affiliates tofor the avoidance of doubt, permit each other that no such payment will be provided to review and comment the extent such payment of Taxes is reflected in the calculation of Final Closing Net Working Capital or Final Closing Indebtedness as shown on the portion of any Tax Returns related to the determination of any Transfer Tax, and Purchaser and Sellers shall, and shall cause their Affiliates to, make such revisions to such Tax Returns as are reasonably requested by the other party, and shall reimburse the other party for one-half (1/2) of such Transfer TaxesFinal Closing Statement. (c) Purchaser agrees that, with respect to each of the Conveyed Entities and any successor thereto: (i) except as provided in Section 7.7(d), neither Purchaser nor any of its Affiliates or any successor thereto will file any claim for refund of Taxes with respect to (a) any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date; (ii) Purchaser, its Affiliates, and any successor thereto must make any election available to them to waive the right to claim in respect of any period ending on or before the Closing Date any carryback with respect to Taxes arising in (a) any period beginning after the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date; and (iii) neither Purchaser nor any of its Affiliates or any successor thereto will file any amended Tax Return in respect of (a) any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing Date.

Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Sellers shall, and shall cause the Conveyed Entities to, prepare and fileprepare, or cause to be prepared and filedprepared, within applicable statutory limits and consistent with prior practice, (i) all Tax Returns of or which include the Conveyed Entities or the NonCompanies for all Pre-Transferred Assets (including any amendments thereto) Closing Date Tax Periods that are required to be filed after the Closing Date. Such Tax Returns shall be prepared on a basis consistent with past practices of the Companies except to the extent otherwise required by this Agreement or applicable Law. Reasonably in advance of the due date for filing of each such Tax Return, which in the case of income Tax Returns shall be no later than thirty (30) days prior to the Closing Date; due date for filing each such Tax Return, Sellers shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Buyer will cause such Tax Return (iias revised to incorporate Buyer’s reasonable comments) all Income Tax Returns of or which include the Conveyed Entities to be timely filed and will provide a copy to Sellers. Not later than five (including any amendments thereto5) for all taxable periods ending on or days prior to the Closing Date, whether required due date for payment of Taxes with respect to be filed before, on or after the Closing Date ((i) and (ii), the “any Tax Return for a Pre-Closing Period Date Tax Returns”); and (iii) all Transfer Tax Returns required to be filed by Sellers. Sellers shallPeriod, and shall cause the Conveyed Entities to, pay all Taxes shown on such Pre-Closing Period Tax Returns when due. Sellers shall file all pay to Buyer the amount of any Seller Taxes with respect to such Pre-Closing Period Tax Returns that are Income Tax Returns; provided, however, that if any such Income Tax Returns are filed after the Closing and the Sellers are not authorized to file and execute such Income Tax Return by Law, Purchaser shall file (or cause to be filed) such Income Tax Return with the appropriate Taxing AuthorityReturn. (ib) Purchaser shall, and Buyer shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Pre-Closing Period of the Companies for all Straddle Periods. Such Tax Returns which shall be prepared on a basis consistent with past practices of the responsibility of Sellers) relating Companies, except to the Conveyed Entities extent otherwise required by this Agreement or applicable Law. Reasonably in advance of the Non-Transferred Assets that are required due date for filing of each such Tax Return, Buyer shall deliver a copy of such Tax Return, together with all supporting documentation and workpapers, to Sellers for its review and comment. Buyer shall consider in good faith all reasonable comments provided by Sellers with respect to any such draft copy. Buyer will cause such Tax Return to be timely filed and will provide a copy to Sellers. Not later than five (giving effect to any extensions of time to file5) after the Closing Date and Transfer Tax Returns required to be filed by Purchaser. Purchaser shall, and shall cause its Affiliates to, permit Sellers to review and comment on any Tax Return that includes any taxable period ending on or before or beginning before and ending after the Closing Date (collectively, the “Straddle Period Returns”) no fewer than thirty (30) Business Days days prior to the due date for payment of the applicable Straddle Period Taxes with respect to any Tax Return for which a Straddle Period, Sellers or any of their Affiliates has any obligation under this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Sellers. Purchaser shall pay or cause to be paid all Buyer the amount of any Seller Taxes with respect to such Straddle Period Returns when due and Sellers shall pay over to Purchaser no fewer than three (3) Business Days prior to the due date of the applicable Straddle Period Tax Return, an amount of cash sufficient for the payment of any Taxes shown as due on such Tax Return and for which Sellers bear responsibility pursuant to Section 7.1. (ii) Purchaser and Sellers shall, and shall cause their Affiliates to, permit each other to review and comment on the portion of any Tax Returns related to the determination of any Transfer Tax, and Purchaser and Sellers shall, and shall cause their Affiliates to, make such revisions to such Tax Returns as are reasonably requested by the other party, and shall reimburse the other party for one-half (1/2) of such Transfer Taxes. (c) Purchaser agrees that, with respect to each For purposes of determining the Conveyed Entities and portion of any successor thereto: (i) except as provided in Section 7.7(d), neither Purchaser nor any of its Affiliates or any successor thereto will file any claim Taxes for refund of Taxes with respect to (a) any period ending on or before the Closing Date, or (b) in the case of a Straddle PeriodPeriod that are Seller Taxes, the portion of any such Taxes that is attributable to the portion of such Straddle Period ending on the Closing Date;Date shall be: (iii) Purchaserin the case of Taxes that are either (A) based upon or related to income or receipts, its Affiliatesor (B) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of each Company ended with (and any successor thereto must make any election available to them to waive included) the right to claim in respect of any Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on or before and including the Closing Date any carryback with respect to Taxes arising in (a) any and the period beginning after the Closing Date, or Date in proportion to the number of days in each period; and (bii) in the case of Taxes that are imposed on a Straddle Periodperiodic basis with respect to the assets or capital of any Company, deemed to be the portion amount of such Taxes for the entire Straddle Period beginning after the Closing Date; and (iii) neither Purchaser nor any of its Affiliates or any successor thereto will file any amended Tax Return in respect of (a) any period ending on or before the Closing Dateor, or (b) in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a Straddle Periodfraction, the numerator of which is the number of calendar days in the portion of such Straddle Period the period ending on and including the Closing DateDate and the denominator of which is the number of calendar days in the entire period.

Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Sellers shall, and shall cause the Conveyed Entities to, prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, (i) all Tax Returns The parties hereto recognize that for federal income tax purposes the Purchaser’s purchase of or which include the Conveyed Entities or Innovatix Interests will be treated by Purchaser as a purchase of the Nonassets of Innovatix and by the Seller as a sale of the Innovatix Interests, in accordance with IRS Revenue Ruling 99-Transferred Assets 6 (including any amendments theretoSituation 1) that are required to be filed and that, as a result, the taxable year of Innovatix will end for federal income tax purposes as of the close of business on or prior to the Closing Date; . The Parties recognize that for federal income tax purposes the Purchaser’s purchase of the Essensa Interests will be treated by the Purchaser as a purchase of the assets of Essensa and by the Seller as a sale of the assets of Essensa. (ii) all Income Tax Returns The Company Parties shall be responsible for the preparation and filing of or which include the Conveyed Entities (including any amendments thereto) for all taxable periods ending on or prior to the Closing Date, whether required to be filed before, on or after the Closing Date ((i) and (ii), the “Pre-Closing Period Tax Returns”); and (iii) all Transfer Tax Returns required to be filed by Sellers. Sellers shall, and shall cause the Conveyed Entities to, pay all Taxes shown or on such Pre-Closing Period Tax Returns when due. Sellers shall file all such Pre-Closing Period Tax Returns that are Income Tax Returns; provided, however, that if any such Income Tax Returns are filed after the Closing and the Sellers are not authorized to file and execute such Income Tax Return by Law, Purchaser shall file (or cause to be filed) such Income Tax Return with the appropriate Taxing Authority. (i) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns (other than Pre-Closing Period Tax Returns which shall be the responsibility of Sellers) relating to the Conveyed Entities or the Non-Transferred Assets that are required to be filed (giving effect to any extensions of time to file) after the Closing Date and Transfer Tax Returns required to be filed by Purchaser. Purchaser shall, and shall cause its Affiliates to, permit Sellers to review and comment on any Tax Return that includes any taxable period ending on or before or beginning before and ending after the Closing Date (collectively, the “Straddle Period Returns”) no fewer than thirty (30) Business Days prior to the due date behalf of the applicable Straddle Period Return Companies for which Sellers or any of their Affiliates has any obligation under this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Sellers. Purchaser shall pay or cause to be paid all Taxes with respect to such Straddle Period Returns when due and Sellers shall pay over to Purchaser no fewer than three (3) Business Days prior to the due date of the applicable Straddle Period Return, an amount of cash sufficient for the payment of any Taxes shown as due on such Tax Return and for which Sellers bear responsibility pursuant to Section 7.1. (ii) Purchaser and Sellers shall, and shall cause their Affiliates to, permit each other to review and comment on the portion of any Tax Returns related to the determination of any Transfer Tax, and Purchaser and Sellers shall, and shall cause their Affiliates to, make such revisions to such Tax Returns as are reasonably requested by the other party, and shall reimburse the other party for one-half (1/2) of such Transfer Taxes. (c) Purchaser agrees that, with respect to each of the Conveyed Entities and any successor thereto: (i) except as provided in Section 7.7(d), neither Purchaser nor any of its Affiliates or any successor thereto will file any claim for refund of Taxes with respect to (a) any period periods ending on or before the Closing Date(“Pre-Closing Returns”); provided that, or (b) except as otherwise provided in the case of a Straddle PeriodTransition Services Agreement, the portion Seller (including its accountants, auditors and other representatives) shall have a period of fifteen (15) days to review and comment on such Pre-Closing Returns, and such Pre-Closing Returns shall not be filed until Seller has had such an opportunity to comment. All such Pre-Closing Returns shall be prepared consistent with past practice except as otherwise required by Law. The Seller shall cooperate reasonably with the Company Parties, to the extent reasonably necessary, in the preparation of such Straddle Period ending Pre-Closing Returns, including by making the Company Parties’ book and records available for inspection by the Company Parties, the Company Parties’ accountants, auditors and attorneys upon reasonable advance notice. Except to the extent specifically reflected as an Adjusted Current Liability in the calculation of Net Working Capital, the Seller shall be responsible for the payment of all Taxes payable by or on the Closing Date; (ii) Purchaser, its Affiliatesbehalf of Essensa, and any successor thereto must make any election available to them to waive 50% of the right to claim in respect Taxes payable by or on behalf of any period ending on or before Innovatix and the Closing Date any carryback Subsidiaries with respect to Taxes arising in (a) any period beginning after the Pre-Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period beginning after the Closing Date; and (iii) neither Purchaser nor any of its Affiliates or any successor thereto will file any amended Tax Return in respect of (a) any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of such Straddle Period ending on the Closing DateReturns.

Tax Returns; Payment of Taxes. (a) Except as set forth on Schedule 7.4(a) of the Seller Disclosure Letter, Sellers shall, and shall cause the Conveyed Entities to, prepare and file, or cause to be prepared and filed, within applicable statutory limits and consistent with prior practice, (i) all Tax Returns of or which include the Conveyed Entities or the Non-Transferred Assets (including any amendments thereto) that are required to be filed on or prior to the Closing Date; (ii) all Income Tax Returns of or which include the Conveyed Entities (including any amendments thereto) for all taxable periods ending on or prior to the Closing Date, whether required to be filed before, on or after the Closing Date ((i) and (ii), the “Pre-Closing Period Tax Returns”); and (iii) all Transfer Tax Returns required to be filed by Sellers. Sellers shall, and USAC shall cause the Conveyed Entities to, pay all Taxes shown on such Pre-Closing Period Tax Returns when due. Sellers shall file all such Pre-Closing Period Tax Returns that are Income Tax Returns; provided, however, that if any such Income Tax Returns are filed after the Closing and the Sellers are not authorized to file and execute such Income Tax Return by Law, Purchaser shall file (or cause to be filed) such Income Tax Return with the appropriate Taxing Authority. (i) Purchaser shall, and shall cause its Affiliates to, prepare and file, or cause to be prepared and filed, all Tax Returns of the Contributed Entities for Pre-Closing Tax Periods that are due after the Closing Date and all Straddle Periods. USAC shall provide the Company with copies of such Tax Returns at least 20 days prior to the due date for the filing of such Tax Returns (other than Pre-Closing Period Tax Returns which shall be the responsibility of Sellers) relating to the Conveyed Entities sales, use, or the Non-Transferred Assets payroll Taxes that are required to be filed (giving effect to any extensions contemporaneously with, or promptly after, the close of time to filea Tax period) after for the Closing Date and Transfer Tax Returns required to be filed by Purchaser. Purchaser shall, and shall cause its Affiliates to, permit Sellers to Company’s review and comment comment. USAC shall consider such comments in good faith prior to the filing of any such Tax Returns. USAC shall pay all Taxes reflected on any such Tax Return Returns; provided, however, that includes any taxable period ending on or before or beginning before and ending after the Closing Date (collectively, the “Straddle Period Returns”) no fewer not later than thirty (30) Business Days five days prior to the due date for payment of the applicable Straddle Period Return for which Sellers or any of their Affiliates has any obligation under this Agreement, and Purchaser shall, and shall cause its Affiliates to, make such revisions to such Tax Returns as are reasonably requested by Sellers. Purchaser shall pay or cause to be paid all Taxes with respect to such Straddle Period Returns when due and Sellers Tax Return, the Company shall pay over USAC any S&R Party Tax Liability with respect to Purchaser no fewer than three (3) Business Days prior to the due date of the applicable Straddle Period Return, an amount of cash sufficient for the payment of any Taxes shown as due on such Tax Return and for which Sellers bear responsibility pursuant to Section 7.1Return. (ii) Purchaser and Sellers shall, and shall cause their Affiliates to, permit each other to review and comment on In the portion case of any Tax Returns related to the determination of any Transfer Tax, and Purchaser and Sellers shall, and shall cause their Affiliates to, make such revisions to such Tax Returns as Taxes that are reasonably requested by the other party, and shall reimburse the other party for one-half (1/2) of such Transfer Taxes. (c) Purchaser agrees that, payable with respect to each of the Conveyed Entities and any successor thereto: (i) except as provided in Section 7.7(d), neither Purchaser nor any of its Affiliates or any successor thereto will file any claim for refund of Taxes with respect to (a) any period ending on or before the Closing Date, or (b) in the case of a Straddle Period, the portion of any such Straddle Period Taxes that is attributable to the portion of the period ending on the Closing Date;Date shall be: (iiA) Purchaserin the case of Taxes that are either (y) based upon or related to income or receipts, its Affiliatesor (z) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the Tax period of the Contributed Entities (and any successor thereto must make any election available to them to waive each partnership in which the right to claim in respect of any Contributed Entities is a partner) ended with (and included) the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on or before and including the Closing Date any carryback with respect to Taxes arising in (a) any and the period beginning after the Closing Date, or Date in proportion to the number of days in each period; and (bB) in the case of Taxes that are imposed on a Straddle Periodperiodic basis with respect to the assets or capital of the Contributed Entities, deemed to be the portion amount of such Taxes for the entire Straddle Period beginning after the Closing Date; and (iii) neither Purchaser nor any of its Affiliates or any successor thereto will file any amended Tax Return in respect of (a) any period ending on or before the Closing Dateor, or (b) in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period), multiplied by a Straddle Period, fraction the numerator of which is the number of calendar days in the portion of such Straddle Period the period ending on and including the Closing DateDate and the denominator of which is the number of calendar days in the entire period.