Common use of Periods Ending on or Before the Closing Date Clause in Contracts

Periods Ending on or Before the Closing Date. The Sellers will prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with prior Tax Returns of the Company. Buyer agrees that for purposes of preparing the Tax Returns for the periods ending on or prior to the Closing Date, the Company may carry forward losses from any pre-Closing period but not beyond the Closing Date. No later than twenty (20) days prior to filing, the Sellers will deliver or cause to be delivered to Buyer all such Tax Returns and any related work papers and will permit Buyer to review and comment on each such Tax Return and will make such revisions to such Tax Returns as are reasonably requested by Buyer. Notwithstanding the foregoing sentence, if Buyer exercises its right under Section 1.3 to extend the date for delivery to the NWC Certificate to the Seller Representative, then the period set forth in the preceding sentence for delivery to Buyer of Tax Returns shall be reduced by a corresponding number of days. The Sellers will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to such periods to the extent such Taxes were not included as a liability in the calculation of Actual Net Working Capital. The costs, fees and expenses related to the preparation of such Tax Returns will be paid by the Sellers.

Periods Ending on or Before the Closing Date. The Sellers will Seller shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date. Any Tax Returns filed pursuant hereto must be consistent with prior Tax Returns of the Company. Buyer agrees that for purposes of preparing the Tax Returns for the periods ending on or prior to the Closing Date, the Company may carry forward losses from any pre-Closing period but not beyond the Closing Date. No later than twenty (20) calendar days prior to filing, the Sellers will Seller shall deliver or cause to be delivered to Buyer all Purchaser a draft of any such Tax Returns Return and any related work papers and will shall permit Buyer Purchaser to review and comment on each such draft Tax Return Return. No later than ten (10) days after receipt of each such draft Tax Return, Purchaser shall notify Seller in writing of the existence of any reasonable objection Purchaser may have to any items set forth on each such draft Tax Return. If Purchaser and will make Seller are unable to resolve such revisions to objections within ten (10) days of Seller’s receipt of Purchaser’s written objections, such objections shall be resolved by treating items on such Tax Returns as are reasonably requested in a manner consistent with the past practice of Company with respect to such items, unless otherwise required by Buyerapplicable Law. Notwithstanding the foregoing sentence, if Buyer exercises its right under Section 1.3 to extend the date for delivery to the NWC Certificate to the Seller Representative, then the period set forth in the preceding sentence for delivery to Buyer of Tax Returns shall be reduced by a corresponding number of days. The Sellers will timely pay to the appropriate Taxing Authority any Taxes of the Company with respect to any such periods periods. Purchaser shall promptly reimburse Seller in cash for any Taxes of Company with respect to any such Tax Return to the extent such Taxes were not included as a liability in the calculation of Actual Net Working Capital. The costs, fees Capital and expenses related to the preparation of such Tax Returns will be were actually paid by the SellersSeller.