Tax Xxxxers. Each of Buyer and Seller covenants that:
(i) Seller shall have the right and obligation timely to prepare and file, or cause timely to be prepared and filed, when due (giving effect to any extension of time), all Tax Returns with respect to McGee or its Subsidiaries fox xxx Tax periods ending on or before the Closing Date.
(ii) Buyer shall have the right and obligation timely to prepare and file, or cause timely to be prepared and filed, when due (giving effect to any extension of time), all Tax Returns with respect to McGee or its Subsidiaries fox xxx Tax periods ending after the Closing Date and any Tax period that begins before the Closing Date and ends after the Closing Date (a "Straddle Period")).
(iii) Any Tax Return which includes McGee or its Subsidiaries fxx xxy tax period ending on or before December 31, 1998 (a "Pre-Year End Period"), and any Tax Return which includes McGee or its Subsidiaries for xxx tax period beginning on or after January 1, 1999 (a "Post-Year End Period") to the extent the items reported on such Tax Return might increase any Tax liability of Seller for any Pre-Year End Period or any Straddle Period, shall be prepared in accordance with past Tax accounting practices used with respect to the Tax Returns in question as determined by Seller in Seller's discretion, and to the extent any items are not covered by past practices, in accordance with reasonable Tax accounting practices selected by the filing party with respect to such Tax Return under this subsection 5.6
(a) with the consent (not to be unreasonably withheld or delayed) of the non-filing party.
(iv) In the case of any Tax Return for any Straddle Period, Buyer shall provide Seller with copies of the completed Tax Return for such Tax period, together with such related work papers and other documents as Seller shall reasonably request, no later than sixty (60) days before the due date (including any extensions) for the filing of such Tax Return and materials. Seller and its authorized representatives shall have the right to review such Tax Return. Seller and Buyer agree to consult each other and resolve in good faith any issues arising under the terms of this subsection 5.6(a)(iv) as a result of the review of any such Tax Returns and/or materials for any Straddle Period. If the parties are unable to resolve any dispute within thirty (30) days after such Tax Returns are provided to Seller, the parties shall resort to the method of dispute resolution provided in Section 13....
