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

Taxable Periods Ending On or Before the Closing Date. Seller shall prepare, or cause to be prepared and file or cause to be filed, all Tax Returns for the Acquired Subsidiaries for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date (excluding any income and franchise Tax Returns with respect to periods for which the operations of such Acquired Subsidiaries are included in the consolidated, unitary or combined income Tax Returns of Seller or its Affiliates, for which Seller will bear sole responsibility for the preparation, filing and payment of all Taxes with respect thereto). Seller shall permit Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall pay for Taxes of the Acquired Subsidiaries with respect to such periods when such Taxes are due and payable. Seller shall be entitled to all tax refunds for the Acquired Subsidiaries for all taxable periods ending on or prior to the Closing Date (except to the extent such refunds result from losses arising after the Closing Date), and Purchaser shall, and shall cause its Affiliates to, at Seller's request and sole cost, file for such refunds and fully cooperate to obtain the same. Purchaser shall pay Seller any such refund amounts to which Seller is entitled pursuant to this Section 5.10(a) within five (5) days of Purchaser's receipt of the same.

Taxable Periods Ending On or Before the Closing Date. Seller shall prepare, or cause to be prepared and file or cause to be filed, all Tax Returns for the Acquired Subsidiaries Subsidiary for all taxable periods ending on or prior to the Closing Date which are filed after the Closing Date (excluding any income and franchise Tax Returns with respect to periods for which the operations of such the Acquired Subsidiaries Subsidiary are included in the consolidated, unitary or combined income Tax Returns of Seller or its Affiliates, for which Seller will bear sole responsibility for the preparation, filing and payment of all Taxes with respect thereto). Seller shall permit Purchaser to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall pay for Taxes of the Acquired Subsidiaries Subsidiary with respect to such periods when such Taxes are due and payable. Seller shall be entitled to all tax refunds for the Acquired Subsidiaries Subsidiary for all taxable periods ending on or prior to the Closing Date (except to the extent such refunds result from losses arising after the Closing Date), and Purchaser shall, and shall cause its Affiliates to, at Seller's request and sole cost, file for such refunds and fully cooperate to obtain the same. Purchaser shall pay Seller any such refund amounts to which Seller is entitled pursuant to this Section 5.10(a) within five (5) days of Purchaser's receipt of the same.