Common use of Tax Returns Due After the Closing Date Clause in Contracts

Tax Returns Due After the Closing Date. For any Tax Return of the Company or a Company Subsidiary for a taxable period that ends on or before the Closing Date and that is required to be filed by the Company or any Company Subsidiary after the Closing Date (taking into account applicable extensions), Seller shall timely prepare such Tax Returns and shall deliver such Tax Return to Purchaser no less than thirty (30) days prior to the applicable filing deadline (taking into account applicable extensions) for Purchaser’s review and comment. Seller shall consider any comments provided by Purchaser on such Tax Return in good faith, and, in the event of any disagreement, such Tax Return shall be filed in accordance with the Seller’s reasonable position, provided that notwithstanding the foregoing, no such Tax Return shall be filed without the prior written consent of Purchaser, such consent not to be unreasonably conditioned, withheld or delayed. Purchaser shall cause such Tax Return to be signed and filed by the Company or the applicable Company Subsidiary. To the extent Seller is responsible pursuant to Section 11.07(a) for any amount of Taxes shown as due with respect to such a Tax Return that is filed by Purchaser after the Closing Date, Seller shall pay Purchaser such amount at least five (5) days before such Tax Return is due.