Common use of Preparation and Filing of Tax Returns; Payment of Taxes Clause in Contracts

Preparation and Filing of Tax Returns; Payment of Taxes. (a) In the case of a Tax Return for a Straddle Period required to be filed after the Applicable Closing Date, Buyer shall prepare such Tax Return on a basis consistent with past practice to the extent consistent with applicable Law. (b) All Taxes due and payable with respect to such Tax Returns will be paid by filer, subject to reimbursement by the other party pursuant to Sections 10.02 and 10.03. (c) Buyer and Seller agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Business and the Transferred Assets (including access to books and records to the extent related to the Business or the Transferred Assets) as is reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any Taxing Authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding relating to Taxes involving the Transferred Assets or the Business.