Filing of Amended Returns. Any amended Tax Return or claim for Tax refund for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller or its Affiliates and Buyer shall cooperate with Seller or its Affiliates in filing such Tax Returns, if applicable. Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed) make or cause to be made, any such filing, to the extent such filing reasonably might be expected to change the Tax liability of Buyer for any Taxable Period. An amended Tax Return or claim for Tax refund for any Straddle Period hereunder shall be filed, or caused to be filed, by the party responsible for filing the original Tax Return for such Taxable Period hereunder, if either Buyer or Seller so requests, except that such filing shall not be done without the consent (which shall not be unreasonably withheld or delayed) of Seller (if the request is made by Buyer) or of Buyer (if the request is made by Seller). Any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period shall be filed, or caused to be filed, only by Buyer. Buyer shall not, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), file, or caused to be filed, any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period to the extent such filing reasonably might be expected to change the Tax liability of Seller or its Affiliates for any Taxable Period.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Nuevo Energy Co), Stock Purchase Agreement (Nuevo Energy Co)
Filing of Amended Returns. Any amended Tax Return or claim for Tax ------------------------- refund for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller or its Affiliates and Buyer shall cooperate with Seller or its Affiliates in filing such Tax Returns, if applicable. PG&E. Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed) Buyer, make or cause to be made, any such filing, to the extent such filing filing, if accepted, reasonably might be expected to change increase by more than an immaterial amount the Tax liability of Buyer for any Taxable PeriodTax period. An amended Tax Return or claim for Tax refund for any Straddle Period hereunder shall be filed, or caused to be filed, by the party Party responsible for filing the original Tax Return for such Taxable Period Tax period hereunder, if either Buyer or Seller so requests, except that such filing shall not be done without the consent (consent, which shall not be unreasonably withheld or delayed) , of Seller (if the request is made by Buyer) or of Buyer (if the request is made by Seller). Any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period shall be filed, or caused to be filed, only by Buyer. Buyer shall not, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed)Seller, file, or caused cause to be filed, any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period to the extent that such filing filing, if accepted, reasonably might be expected to change increase by more than an immaterial amount the Tax liability of Seller PG&E, Seller, or its Affiliates any Affiliate for any Taxable Pre-Closing Tax Period.
Appears in 1 contract
Sources: Stock Purchase Agreement (Pacific Gas & Electric Co)