Common use of Post-Closing Tax Matters Clause in Contracts

Post-Closing Tax Matters. (i) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time as to which Tax Returns are due after the Effective Time (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Effective Time). Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant to Article IX for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities. (ii) Buyer will be responsible for the preparation and filing of all Tax Returns for the Business for all periods ending after the Effective Time as to which Tax Returns are due after the Effective Time including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return; provided, however, that Seller will indemnify the Buyer to the extent any payment the Buyer is making is a Tax attributable to a taxable period ending on or before the Effective Time based on the principles in Section 9.1(c), except to the extent that such Taxes are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(ii) shall not apply to Aether European Holdings and other Acquired Aether Entities: (iii) With respect to Aether European Holdings and all other Acquired Aether Entities: (A) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time as to which Tax Returns are due after the Effective Time. Seller will make all payments required with respect to any such Tax Return. (B) Buyer will be responsible for the preparation and filing of all Tax Returns for all periods ending after the Effective Time as to which Tax Returns are due after the Effective Time including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return and Seller shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Article IX. (C) Except to the extent required by Applicable Laws, Buyer shall not permit Aether European Holdings and any other Acquired Aether Entity to take any action after the Effective Time which could increase the Seller's Liability for Taxes (including any Liability of the Seller to indemnify the Buyer for Taxes pursuant to this Agreement). (D) Except to the extent required by Applicable Laws, Buyer shall not, without prior written consent of the Seller, amend any Tax Return filed by, or with respect to, Aether European Holdings and any other Acquired Aether Entity for any taxable period, or portion thereof, beginning before the Effective Time. (iv) This Section 6.3(h)(iv) shall apply to both the Purchased Assets and to Aether European Holdings and other Acquired Aether Entities. Each Party shall, at its own expense, control any tax audit or examination by any Governmental Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("PROCEEDINGS") for any taxable period for which that Party is charged with payment or indemnification responsibility under Article IX. Each Party shall promptly forward to the other Party all written notifications and other written communications, including (if available) the original envelope showing any postmark, from any Governmental Authority received by such Party relating to any Liability for Taxes for any taxable period for which such other Party is charged with payment or indemnification responsibility under Article IX. Each Indemnifying Party shall promptly notify, and consult with, each Indemnified Party as to any action it proposes to take with respect to any Liability for Taxes for which it is required to indemnify the Indemnified Party. The Indemnified Party shall not enter into any closing agreement or final settlement with any Governmental Authority with respect to any such Tax Liability without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the case of any proceedings relating to any Straddle Period, the Parties shall jointly control such proceedings and shall cooperate with each other as to the conduct of such proceedings. Each Party shall, at the expense of the requesting Party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting Party to enable it to take any and all actions such Party reasonably requests with respect to any proceedings which the requesting Party controls. The failure by a Party to provide timely notice under this subsection shall relieve the other Party from its indemnification obligations with respect to the subject matter of any notification not timely forwarded, to the extent the other Party has suffered a loss or other economic detriment because of such failure to provide notification in a timely fashion.' (c) Section 6.3(j) of the Purchase Agreement shall be amended and restated in its entirety as follows:

Post-Closing Tax Matters. (ia) Seller will Buyer shall prepare or cause to be responsible for the preparation prepared and filing of file or cause to be filed all Tax Returns for the Pre-35 Funeral Homes for all Tax periods ending on or prior to the Effective Time as (“Pre-Closing Tax Periods”) which are required to which be filed after the Closing Date other than income Tax Returns are due with respect to periods for which a consolidated, unitary or combined income Tax Return of any Seller will include the operations of the Pre-35 Funeral Home. Seller shall pay to (or as directed by) Buyer any Taxes of the Pre-35 Funeral Homes for all Pre-Closing Tax Periods to the extent such Taxes have not already been paid by the Pre-35 Funeral Homes prior to the Closing Date, and such payments shall be made in each applicable case within five days after the date when Buyer notifies Seller of an amount of such Taxes that is payable to the relevant Taxing Authority. Subject to the foregoing, and for the avoidance of doubt, Seller shall prepare or cause to be prepared and file or cause to be filed all other Tax Returns with respect to the Business for all periods up through the Effective Time and shall make timely payment of any Taxes owed with respect thereto to the applicable Taxing Authorities. (b) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Pre-35 Funeral Home for Tax periods which begin before the Effective Time and end after the Effective Time (including the consolidated, unitary, and combined “Straddle Tax Returns for Seller which include the operations of the Business for any period ending on or before the Effective TimePeriods”). Seller will make all payments required with respect shall pay to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant an amount equal to Article IX for any the portion of such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities. (ii) Buyer will be responsible for the preparation and filing of all Tax Returns for the Business for all periods ending after the Effective Time as to which Tax Returns are due after the Effective Time including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return; provided, however, that Seller will indemnify the Buyer relates to the extent any payment the Buyer is making is a portion of such Straddle Tax attributable to a taxable period Period ending on or before the Effective Time based on the principles in Section 9.1(c), except to the extent that such Taxes are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(ii) shall not apply to Aether European Holdings and other Acquired Aether Entities: (iii) With respect to Aether European Holdings and all other Acquired Aether Entities: (A) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time as to which Tax Returns are due after the Effective Time. Seller will make all payments required with respect to any Any such Tax Return. (B) Buyer will be responsible for the preparation and filing of all Tax Returns for all periods ending after the Effective Time as to which Tax Returns are due after the Effective Time including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return and Seller shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Article IX. (C) Except to the extent required by Applicable Laws, Buyer shall not permit Aether European Holdings and any other Acquired Aether Entity to take any action after the Effective Time which could increase the Seller's Liability for Taxes (including any Liability of the Seller to indemnify the Buyer for Taxes pursuant to this Agreement). (D) Except to the extent required by Applicable Laws, Buyer shall not, without prior written consent of the Seller, amend any Tax Return filed by, or with respect to, Aether European Holdings and any other Acquired Aether Entity for any taxable period, or portion thereof, beginning before the Effective Time. (iv) This Section 6.3(h)(iv) shall apply to both the Purchased Assets and to Aether European Holdings and other Acquired Aether Entities. Each Party shall, at its own expense, control any tax audit or examination by any Governmental Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("PROCEEDINGS") for any taxable period for which that Party is charged with payment or indemnification responsibility under Article IX. Each Party shall promptly forward to the other Party all written notifications and other written communications, including (if available) the original envelope showing any postmark, from any Governmental Authority received by such Party relating to any Liability for Taxes for any taxable period for which Straddle Tax Period shall be made by Seller to Buyer within five days after the date when Buyer notifies Seller of an amount of such other Party Taxes that is charged with payment or indemnification responsibility under Article IXpayable to the relevant Taxing Authority. Each Indemnifying Party shall promptly notifyFor purposes of this Section 5.28(b), and consult with, each Indemnified Party as to any action it proposes to take with respect to any Liability for Taxes for which it is required to indemnify the Indemnified Party. The Indemnified Party shall not enter into any closing agreement or final settlement with any Governmental Authority with respect to any such Tax Liability without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In in the case of any proceedings relating to any Taxes that are imposed on a periodic basis and are payable for a Straddle Tax Period, the Parties shall jointly control portion of such proceedings and shall cooperate with each other as Tax which relates to the conduct portion of such proceedings. Each Party shallTax period ending on the Effective Time shall (i) in the case of any Tax other than Taxes based upon or related to income or receipts, at the expense of the requesting Party, execute or cause be deemed to be executed any powers the amount of attorney or other documents reasonably requested by such requesting Party to enable it to take any and all actions such Party reasonably requests with respect to any proceedings which Tax for the requesting Party controls. The failure entire Tax period multiplied by a Party fraction the numerator of which is the number of days in the Tax period ending on the Effective Time and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to provide timely notice under this subsection shall relieve the other Party from its indemnification obligations with respect income or receipts be deemed equal to the subject matter of any notification not timely forwarded, to amount which would be payable if the extent relevant Tax period ended on the other Party has suffered a loss or other economic detriment because of such failure to provide notification in a timely fashion.' (c) Section 6.3(j) of the Purchase Agreement shall be amended and restated in its entirety as follows:Effective

Post-Closing Tax Matters. (i) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Effective TimeClosing Date). Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant to Article IX for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities. (ii) Buyer will be responsible for the preparation and filing of all Tax Returns for the Business for all periods ending after the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return; provided, however, that Seller will indemnify the Buyer to the extent any payment the Buyer is making is a Tax attributable to a taxable period ending on or before the Effective Time Closing Date based on the principles in Section 9.1(c), except to the extent that such Taxes are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(ii) shall not apply to Aether European Holdings and other Acquired Aether Entities: (iii) With respect to Aether European Holdings and all other Acquired Aether Entities: (A) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time Closing Date as to which Tax Returns are due after the Effective TimeClosing Date. Seller will make all payments required with respect to any such Tax Return. (B) Buyer will be responsible for the preparation and filing of all Tax Returns for all periods ending after the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return and Seller shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Article IX. (C) Except to the extent required by Applicable Laws, Buyer shall not permit Aether European Holdings and any other Acquired Aether Entity to take any action after the Effective Time Closing Date which could increase the Seller's ’s Liability for Taxes (including any Liability of the Seller to indemnify the Buyer for Taxes pursuant to this Agreement). (D) Except to the extent required by Applicable Laws, Buyer shall not, without prior written consent of the Seller, amend any Tax Return filed by, or with respect to, Aether European Holdings and any other Acquired Aether Entity for any taxable period, or portion thereof, beginning before the Effective TimeClosing Date. (iv) This Section 6.3(h)(iv) shall apply to both the Purchased Assets and to Aether European Holdings and other Acquired Aether Entities. Each Party shall, at its own expense, control any tax audit or examination by any Governmental Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("PROCEEDINGS"“Proceedings”) for any taxable period for which that Party is charged with payment or indemnification responsibility under Article IX. Each Party shall promptly forward to the other Party all written notifications and other written communications, including (if available) the original envelope showing any postmark, from any Governmental Authority received by such Party relating to any Liability for Taxes for any taxable period for which such other Party is charged with payment or indemnification responsibility under Article IX. Each Indemnifying Party shall promptly notify, and consult with, each Indemnified Party as to any action it proposes to take with respect to any Liability for Taxes for which it is required to indemnify the Indemnified Party. The Indemnified Party shall not enter into any closing agreement or final settlement with any Governmental Authority with respect to any such Tax Liability without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the case of any proceedings relating to any Straddle Period, the Parties shall jointly control such proceedings and shall cooperate with each other as to the conduct of such proceedings. Each Party shall, at the expense of the requesting Party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting Party to enable it to take any and all actions such Party reasonably requests with respect to any proceedings which the requesting Party controls. The failure by a Party to provide timely notice under this subsection shall relieve the other Party from its indemnification obligations with respect to the subject matter of any notification not timely forwarded, to the extent the other Party has suffered a loss or other economic detriment because of such failure to provide notification in a timely fashion.' (c) Section 6.3(j) of the Purchase Agreement shall be amended and restated in its entirety as follows:

Post-Closing Tax Matters. (i) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time as to which Tax Returns are due after the Effective Time (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Effective Time). Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant to Article IX for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities. (ii) Buyer will be responsible for the preparation and filing of all Tax Returns for the Business for all periods ending after the Effective Time as to which Tax Returns are due after the Effective Time including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return; provided, however, that Seller will indemnify the Buyer to the extent any payment the Buyer is making is a Tax attributable to a taxable period ending on or before the Effective Time based on the principles in Section 9.1(c), except to the extent that such Taxes are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(ii) shall not apply to Aether European Holdings and other Acquired Aether Entities: (iii) With respect to Aether European Holdings and all other Acquired Aether Entities: (A) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time as to which Tax Returns are due after the Effective Time. Seller will make all payments required with respect to any such Tax Return. (B) Buyer will be responsible for the preparation and filing of all Tax Returns for all periods ending after the Effective Time as to which Tax Returns are due after the Effective Time including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return and Seller shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Article IX. (C) Except to the extent required by Applicable Laws, Buyer shall not permit Aether European Holdings and any other Acquired Aether Entity to take any action after the Effective Time which could increase the Seller's ’s Liability for Taxes (including any Liability of the Seller to indemnify the Buyer for Taxes pursuant to this Agreement). (D) Except to the extent required by Applicable Laws, Buyer shall not, without prior written consent of the Seller, amend any Tax Return filed by, or with respect to, Aether European Holdings and any other Acquired Aether Entity for any taxable period, or portion thereof, beginning before the Effective Time. (iv) This Section 6.3(h)(iv) shall apply to both the Purchased Assets and to Aether European Holdings and other Acquired Aether Entities. Each Party shall, at its own expense, control any tax audit or examination by any Governmental Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("PROCEEDINGS"“Proceedings”) for any taxable period for which that Party is charged with payment or indemnification responsibility under Article IX. Each Party shall promptly forward to the other Party all written notifications and other written communications, including (if available) the original envelope showing any postmark, from any Governmental Authority received by such Party relating to any Liability for Taxes for any taxable period for which such other Party is charged with payment or indemnification responsibility under Article IX. Each Indemnifying Party shall promptly notify, and consult with, each Indemnified Party as to any action it proposes to take with respect to any Liability for Taxes for which it is required to indemnify the Indemnified Party. The Indemnified Party shall not enter into any closing agreement or final settlement with any Governmental Authority with respect to any such Tax Liability without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the case of any proceedings relating to any Straddle Period, the Parties shall jointly control such proceedings and shall cooperate with each other as to the conduct of such proceedings. Each Party shall, at the expense of the requesting Party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting Party to enable it to take any and all actions such Party reasonably requests with respect to any proceedings which the requesting Party controls. The failure by a Party to provide timely notice under this subsection shall relieve the other Party from its indemnification obligations with respect to the subject matter of any notification not timely forwarded, to the extent the other Party has suffered a loss or other economic detriment because of such failure to provide notification in a timely fashion.'’ (c) Section 6.3(j) of the Purchase Agreement shall be amended and restated in its entirety as follows:

Post-Closing Tax Matters. (ia) Seller TCS will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date (including the consolidated, unitary, and combined Tax Returns for Seller TCS which include the operations of the Business for any period ending on or before the Effective TimeClosing Date). TCS shall permit Purchasers to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer Purchasers will indemnify Seller pursuant to Article IX Section 11.1(a), above, for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities. (iib) Buyer Purchasers will be responsible for the preparation and filing of all Tax Returns for the Business for all periods ending after the Effective Time Closing Date as to which Tax Returns are due after the Effective Time including Closing Date. Purchasers will also be responsible for the preparation and filing of all Tax Returns for the Business for the Straddle Period. Buyer Period and Purchasers shall permit Seller TCS to review and comment on each such Tax Return described in the preceding sentence this sentence, prior to filing. Buyer Purchasers will make all payments required with respect to any such Tax Return; provided, however, that Seller TCS will indemnify the Buyer Purchasers to the extent any payment the Buyer is Purchasers are making is a Tax attributable to a taxable period ending on or before the Effective Time Closing Date based on the principles in Section 9.1(c11.1(c), except to the extent that such Taxes are Assumed Liabilities. For . (c) With respect to the avoidance of doubt, this Section 6.3(h)(ii) shall not apply to Aether European Holdings and other Acquired Aether Entities: (iiii) With respect to Aether European Holdings and all other Acquired Aether Entities: (A) Seller TCS will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time Closing Date as to which Tax Returns are due after the Effective TimeClosing Date. Seller TCS shall permit Purchasers to review and approve the content of each such Tax Return described in the preceding sentence prior to filing. TCS will make all payments required with respect to any such Tax Return. (Bii) Buyer Purchasers will be responsible for the preparation and filing of all Tax Returns for all periods ending after the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date including Tax Returns for the Straddle Period. Buyer shall Purchasers are not required to permit Seller TCS to review and comment on approve the content of each such Tax Return described in the preceding sentence prior to filingfiling and Purchasers will only permit TCS to review and comment on such Tax Returns to the extent that they (a) affect Tax Returns of the Acquired Entities previously filed by the TCS, and (b) have an effect on TCS. Buyer Purchasers will make all payments required with respect to any such Tax Return and Seller TCS shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Article IXSection 11.1, above. (Ciii) Except to the extent required by Applicable Laws, Buyer shall not permit Aether European Holdings and any other Acquired Aether Entity to take any action after the Effective Time which could increase the Seller's Liability for Taxes (including any Liability of the Seller to indemnify the Buyer for Taxes pursuant to this Agreement). (D) Except to the extent required by Applicable Laws, Buyer Purchasers shall not, without prior written consent of the SellerTCS, such consent not to be unreasonably withheld, amend any Tax Return filed by, or with respect to, Aether European Holdings and any other the Acquired Aether Entity Entities for any taxable period, or portion thereof, beginning ending before the Effective TimeClosing Date. (iv) This Section 6.3(h)(iv) shall apply to both the Purchased Assets and to Aether European Holdings and other Acquired Aether Entities. Each Party shall, at its own expense, control any tax audit or examination by any Governmental Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("PROCEEDINGS") for any taxable period for which that Party is charged with payment or indemnification responsibility under Article IX. Each Party shall promptly forward Except to the other Party all written notifications and other written communicationsextent required by Applicable Laws, including (if available) the original envelope showing any postmarkTCS shall not, from any Governmental Authority received by such Party relating to any Liability for Taxes for any taxable period for which such other Party is charged with payment or indemnification responsibility under Article IX. Each Indemnifying Party shall promptly notify, and consult with, each Indemnified Party as to any action it proposes to take with respect to any Liability for Taxes for which it is required to indemnify the Indemnified Party. The Indemnified Party shall not enter into any closing agreement or final settlement with any Governmental Authority with respect to any such Tax Liability without the prior written consent of the Indemnifying PartyPurchasers, which such consent shall not to be unreasonably withheld. In the case of , amend any proceedings relating to any Straddle PeriodTax Return filed by, or with respect to, the Parties shall jointly control such proceedings and shall cooperate with each other as to Acquired Entities for any taxable period, or portion thereof, ending before the conduct of such proceedings. Each Party shall, at the expense of the requesting Party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting Party to enable it to take any and all actions such Party reasonably requests with respect to any proceedings which the requesting Party controls. The failure by a Party to provide timely notice under this subsection shall relieve the other Party from its indemnification obligations with respect to the subject matter of any notification not timely forwarded, to the extent the other Party has suffered a loss or other economic detriment because of such failure to provide notification in a timely fashionClosing Date.' (c) Section 6.3(j) of the Purchase Agreement shall be amended and restated in its entirety as follows:

Post-Closing Tax Matters. (i) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date (including the consolidated, unitary, and combined Tax Returns for Seller which include the operations of the Business for any period ending on or before the Effective TimeClosing Date). Seller will make all payments required with respect to any such Tax Return; provided, however, that Buyer will indemnify Seller pursuant to Article IX for any such Taxes that are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(i) shall not apply to Aether European Holdings and other Acquired Aether Entities. (ii) Buyer will be responsible for the preparation and filing of all Tax Returns for the Business for all periods ending after the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return; provided, however, that Seller will indemnify the Buyer to the extent any payment the Buyer is making is a Tax attributable to a taxable period ending on or before the Effective Time Closing Date based on the principles in Section 9.1(c), except to the extent that such Taxes are Assumed Liabilities. For the avoidance of doubt, this Section 6.3(h)(ii) shall not apply to Aether European Holdings and other Acquired Aether Entities: (iii) With respect to Aether European Holdings and all other Acquired Aether Entities: (A) Seller will be responsible for the preparation and filing of all Tax Returns for all periods ending on or prior to the Effective Time Closing Date as to which Tax Returns are due after the Effective TimeClosing Date. Seller will make all payments required with respect to any such Tax Return. (B) Buyer will be responsible for the preparation and filing of all Tax Returns for all periods ending after the Effective Time Closing Date as to which Tax Returns are due after the Effective Time Closing Date including Tax Returns for the Straddle Period. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing. Buyer will make all payments required with respect to any such Tax Return and Seller shall not be liable for any Taxes with respect to such Tax Returns, except as otherwise provided in Article IX. (C) Except to the extent required by Applicable Laws, Buyer shall not permit Aether European Holdings and any other Acquired Aether Entity to take any action after the Effective Time Closing Date which could increase the Seller's Liability for Taxes (including any Liability of the Seller to indemnify the Buyer for Taxes pursuant to this Agreement). (D) Except to the extent required by Applicable Laws, Buyer shall not, without prior written consent of the Seller, amend any Tax Return filed by, or with respect to, Aether European Holdings and any other Acquired Aether Entity for any taxable period, or portion thereof, beginning before the Effective TimeClosing Date. (iv) This Section 6.3(h)(iv) shall apply to both the Purchased Assets and to Aether European Holdings and other Acquired Aether Entities. Each Party shall, at its own expense, control any tax audit or examination by any Governmental Authority, and have the right to initiate any claim for refund or amended return, and contest, resolve and defend against any assessment, notice of deficiency or other adjustment or proposed adjustment of Taxes ("PROCEEDINGS") for any taxable period for which that Party is charged with payment or indemnification responsibility under Article IX. Each Party shall promptly forward to the other Party all written notifications and other written communications, including (if available) the original envelope showing any postmark, from any Governmental Authority received by such Party relating to any Liability for Taxes for any taxable period for which such other Party is charged with payment or indemnification responsibility under Article IX. Each Indemnifying Party shall promptly notify, and consult with, each Indemnified Party as to any action it proposes to take with respect to any Liability for Taxes for which it is required to indemnify the Indemnified Party. The Indemnified Party shall not enter into any closing agreement or final settlement with any Governmental Authority with respect to any such Tax Liability without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the case of any proceedings relating to any Straddle Period, the Parties shall jointly control such proceedings and shall cooperate with each other as to the conduct of such proceedings. Each Party shall, at the expense of the requesting Party, execute or cause to be executed any powers of attorney or other documents reasonably requested by such requesting Party to enable it to take any and all actions such Party reasonably requests with respect to any proceedings which the requesting Party controls. The failure by a Party to provide timely notice under this subsection shall relieve the other Party from its indemnification obligations with respect to the subject matter of any notification not timely forwarded, to the extent the other Party has suffered a loss or other economic detriment because of such failure to provide notification in a timely fashion.' (c) Section 6.3(j) of the Purchase Agreement shall be amended and restated in its entirety as follows: