Consolidated Return. The Seller Entities shall cause the Company to be included in the consolidated Income Tax Returns of the Parent Consolidated Group for all periods ending on or prior to the Closing Date for which the Company is required or permitted to be so included and shall pay the Taxes attributable to such Tax Returns. The Seller Entities shall cause to be prepared and timely filed any other federal, state, foreign or local Income Tax Return required or permitted to be filed by the Company for all periods ending on or prior to the Closing Date and pay the Taxes attributable to such Tax Returns. Any such Income Tax Returns that include periods ending on or before the Closing Date shall, insofar as they relate to the Company, be on a basis consistent with the last previous such Tax Returns filed with respect to the Company (based on a closing of the Company books), unless the Buyer or the Seller Entities conclude that there is no reasonable basis for such position under applicable law. Neither the Seller Entities nor the Company (prior to the Closing Date) shall file or cause to be filed any amended Tax Return or claims for refund or settle any audit with respect to the Company without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed. Neither the Buyer nor the Company (after the Closing Date) shall file or cause to be filed any amended Tax Return or claims for refund with respect to any period ending on or before the Closing Date without the prior written consent of the Seller Entities, which consent shall not be unreasonably withheld or delayed.
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Sources: Stock Purchase Agreement (Checkfree Corp \Ga\), Stock Purchase Agreement (Uil Holdings Corp)
Consolidated Return. The Seller Entities shall cause the Company to be included in the consolidated Income Tax Returns of the Parent Consolidated Group Seller Entities for all periods ending on or prior to the Closing Date for which the Company is required or permitted to be so included and shall pay the Taxes attributable to such Tax Returns. The Seller Entities shall cause to be prepared and timely filed any other federal, state, foreign or local Income Tax Return required or permitted to be filed by the Company for all periods ending on or prior to the Closing Date Date. Copies of all such Income Tax Returns shall be delivered to the Buyer concurrently with their filing. There shall also be delivered to the Buyer, within three (3) days following written request, copies of all supporting materials which evidence that the Seller Entities have reported items of income and pay expense for the Taxes attributable to such Company on the Income Tax ReturnsReturns in a manner consistent with the agreements set forth herein. Any such Income Tax Returns that include periods ending on or before the Closing Date shall, insofar as they relate to the Company, be on a basis consistent with the last previous such Tax Returns filed with respect to the Company (based on a closing of the Company books)Company, unless the Buyer or the Seller Entities conclude that there is no reasonable basis for such position under applicable law. Neither the Seller Entities nor the Company (prior to the Closing Date) shall file or cause to be filed any amended Tax Return or claims for refund or settle any audit with respect to the Company without the prior written consent of the Buyer, which consent shall not be unreasonably withheld withheld, conditioned or delayed. Neither the Buyer nor the Company (after the Closing Date) shall file or cause to be filed any amended Tax Return or claims for refund with respect to any period ending on or before the Closing Date without the prior written consent of the Seller Entities, which consent shall not be unreasonably withheld withheld, conditioned or delayed.
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