Common use of Certain Tax Covenants Clause in Contracts

Certain Tax Covenants. 12.1 Straddle Period. (a) The Xxxxxx Entities, and SCOLP agree that the taxes related to any tax period that begins on or before and ends after the Closing (“Straddle Period”) with respect to the Owner ending on the Closing Date shall be treated as provided herein. In the case of any real, personal and intangible ad valorem property Taxes (“Property Taxes”), the Property Taxes shall be allocated as provided in Section 6.1 herein. Taxes other than Property Taxes shall be computed as if such taxable period ended as of the close of business on the date of Closing. (b) To the extent the Xxxxxx Entities are required by law to file a Tax Return, the Xxxxxx Entities shall prepare and file all Tax Returns for the activities of each of the Holding Company and Owner for any taxable period that ends on or before the date of Closing (the “Pre-Closing Date Tax Returns”) in a manner consistent with past practices and shall remit the Taxes shown as owing on such Pre-Closing Date Tax Returns in a due and timely manner. The Xxxxxx entities shall submit such Pre Closing Date Tax Returns to SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due (inclusive of all allowable extensions). The Xxxxxx Entities shall give due consideration to such changes as SCOLP reasonably requests and shall not file any Pre Closing Date Tax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed). (c) SCOLP shall prepare and duly and timely file or cause to be duly and timely filed all Tax Returns for the activities of the Holding Company and Owner for any taxable period that ends after the Closing (the “Post-Closing Date Tax Returns”). SCOLP shall provide the Contributor with a copy of any Post-Closing Date Tax Return to be filed by or with respect to the Holding Company or the Owner for any Straddle Period at least ten (10) business days prior to the date such Post-Closing Date Tax Return for a Straddle Period is due (inclusive of all allowable extensions). SCOLP shall give due consideration to such changes as the Contributor reasonably requests and shall not file any Post-Closing Date Tax Returns covering a Straddle Period without the Contributor’s consent (which shall not be unreasonably withheld, condition or delayed).

Certain Tax Covenants. 12.1 Straddle Period. (a) The Xxxxxx Entities, and SCOLP agree that the taxes related Company shall furnish to any tax period that begins on Proha at or before and ends after the Closing (“Straddle Period”the appropriate affidavit required by Section 1445(b) of the Code to enable Proha not to withhold a Tax under Section 1445(a) of the Code with respect to the Owner ending transactions contemplated by this Agreement. (b) The Company and each of its Subsidiaries agree, from and after the date of this Agreement and until the Closing, to prepare all Tax Returns in a manner which is consistent with the past practices of the Company and each Subsidiary, as the case may be, with respect to the treatment of items on such Tax Returns, unless otherwise required by Applicable Law. (c) The Company and its Subsidiaries shall timely pay in full on or prior to the Closing Date all material Taxes and Tax liabilities required to be paid by or with respect to them for all taxable years or other taxable periods that end on or before the Closing Date and, with respect to any taxable year or other taxable period beginning on or before the Closing Date and ending after the Closing Date, the portion of such taxable year or period ending on and including the Closing Date (each a "Pre-Closing Period"), other than those Taxes being contested in good faith as of the Closing Date or those Taxes not due and payable as of the Closing Date, in each case which are adequately disclosed and for which an adequate reserve or accrual are established in the Company Financial Statements in accordance with U.S. GAAP as of the Closing Date. For purposes of the immediately preceding sentence, Taxes and Tax liabilities of the Company or any of its Subsidiaries that relate to any taxable year or other taxable period beginning on or before the Closing Date and ending after the Closing Date (each an "Overlap Period") shall be treated apportioned between the portion of the Overlap Period ending on and including the Closing Date and the portion of the Overlap Period beginning on the day after the Closing Date as provided herein. In follows: (i) in the case of any real, personal and intangible ad valorem property Taxes (“Property Taxes”), the Property Taxes shall be allocated as provided in Section 6.1 herein. Taxes other than Property Taxes shall be computed income, sales and use and withholding Taxes, on a per diem basis, and (ii) in the case of income, sales and use and withholding Taxes, as if such determined from the books and records of the Company and its Subsidiaries as though the taxable period ended as year of the Company or any relevant Subsidiary terminated at the close of business on the date of ClosingClosing Date. (b) To the extent the Xxxxxx Entities are required by law to file a Tax Return, the Xxxxxx Entities shall prepare and file all Tax Returns for the activities of each of the Holding Company and Owner for any taxable period that ends on or before the date of Closing (the “Pre-Closing Date Tax Returns”) in a manner consistent with past practices and shall remit the Taxes shown as owing on such Pre-Closing Date Tax Returns in a due and timely manner. The Xxxxxx entities shall submit such Pre Closing Date Tax Returns to SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due (inclusive of all allowable extensions). The Xxxxxx Entities shall give due consideration to such changes as SCOLP reasonably requests and shall not file any Pre Closing Date Tax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed). (c) SCOLP shall prepare and duly and timely file or cause to be duly and timely filed all Tax Returns for the activities of the Holding Company and Owner for any taxable period that ends after the Closing (the “Post-Closing Date Tax Returns”). SCOLP shall provide the Contributor with a copy of any Post-Closing Date Tax Return to be filed by or with respect to the Holding Company or the Owner for any Straddle Period at least ten (10) business days prior to the date such Post-Closing Date Tax Return for a Straddle Period is due (inclusive of all allowable extensions). SCOLP shall give due consideration to such changes as the Contributor reasonably requests and shall not file any Post-Closing Date Tax Returns covering a Straddle Period without the Contributor’s consent (which shall not be unreasonably withheld, condition or delayed).

Certain Tax Covenants. 12.1 Straddle Period. (a) The Xxxxxx EntitiesParent shall prepare, or cause to be prepared, all Tax Returns of the Company and SCOLP agree its Subsidiaries that the taxes related to any tax period that begins on or before and ends are filed after the Closing Date. All such Tax Returns shall be prepared in accordance with the Company’s and its Subsidiaries’ past practice, except as otherwise required by applicable Law. Parent shall provide a copy of each such Tax Return relating to a period (“Straddle Period”or portion thereof) with respect to the Owner ending on before the Closing Date to the Stockholders Representative as soon as reasonably practicable (and in any event at least twenty-five (25) calendar days) before the deadline for filing each such Tax Return and shall be treated as provided herein. In make all changes to such Tax Returns reasonably requested by the case of any real, personal and intangible ad valorem property Taxes (“Property Taxes”), Stockholders Representative if received by Parent at least five days prior to the Property Taxes shall be allocated as provided in Section 6.1 herein. Taxes other than Property Taxes shall be computed as if deadline for filing each such taxable period ended as of the close of business on the date of ClosingTax Return within such twenty day period. (b) To Following the extent Mergers, neither Parent nor the Xxxxxx Entities are required by law to file Surviving Company will (and neither Parent nor the Surviving Company will allow any of its Affiliates to) (i) amend or modify a Tax Return, the Xxxxxx Entities shall prepare and file all Tax Returns for the activities of each Return of the Holding Company and Owner or any of its Subsidiaries for any taxable period that ends on or before the date of Closing (the “Pre-Closing Date Tax Returns”Period, (ii) in a manner consistent with past practices and shall remit take any action that would extend the applicable statute of limitations for any Taxes shown as owing on such or Tax Return of the Company or any of its Subsidiaries for any Pre-Closing Date Tax Returns in Period, (iii) file, amend or revoke any Tax election of the Company or any of its Subsidiaries for a due and timely manner. The Xxxxxx entities shall submit such Pre Closing Date Tax Returns to SCOLP at least ten (10) business days prior to the date such Pre-Closing Date Tax Returns are due Period, (inclusive iv) make a voluntary disclosure to a Governmental Entity with respect to any Tax or Tax Return of all allowable extensions). The Xxxxxx Entities shall give due consideration the Company or any of its Subsidiaries for any Pre-Closing Tax Period, or (v) file an election under Section 338(g) of the Code with respect to the acquisition of Company Stock pursuant to the Mergers, in each case, without the prior written consent of the Stockholders Representative (such changes as SCOLP reasonably requests and shall not file any Pre Closing Date Tax Returns without SCOLP’s consent (which shall not be unreasonably withheld, conditioned or delayed). , if any such action would result in any obligation of the Company Indemnifying Parties to indemnify Parent under this Agreement. None of Parent, Company, Merger Sub II (c) SCOLP shall prepare and duly and timely file or cause to be duly and timely filed all Tax Returns including, for the activities avoidance of doubt, the Holding Company Surviving Company) will, and Owner none of Parent, Company, Merger Sub II (including, for the avoidance of doubt, the Surviving Company) will allow any taxable period that ends of its Affiliates to, take any action on the Closing Date after the Closing (First Effective Time, other than an action in the “Post-Closing Date ordinary course of business or expressly contemplated by this Agreement, which would result in any Tax Returns”). SCOLP shall provide the Contributor with a copy of any Post-Closing Date Tax Return to be filed by or with respect liability to the Holding Company Stockholders or the Owner any indemnity for any Straddle Period at least ten (10) business days prior to the date such Post-Closing Date Tax Return for a Straddle Period is due (inclusive of all allowable extensions). SCOLP shall give due consideration to such changes as the Contributor reasonably requests and shall not file any Post-Closing Date Tax Returns covering a Straddle Period without the Contributor’s consent (which shall not be unreasonably withheld, condition or delayed)Taxes under this Agreement.