Common use of Obligations to File Tax Returns Clause in Contracts

Obligations to File Tax Returns. (a) Bentley shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Group or the CPEX Group and that is required to be filed on or before the Distribution Date or (y) includes any member of the Bentley Group and that is required to be filed after the Distribution Date (each, a “Bentley Filed Tax Return”); provided, however, that (1) all Bentley Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall promptly prepare and deliver to Bentley in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Group is included in, or any portion of the CPEX Business is reflected on, a Bentley Filed Tax Return, (3) Bentley shall provide to CPEX sufficiently in advance of the due date for the filing thereof, and CPEX shall have a reasonable opportunity to review and comment on, any such Bentley Filed Tax Return (or the relevant portion thereof) to the extent that CPEX is responsible for any portion of the Taxes reported on such Bentley Filed Tax Return, and (4) in the case of any Bentley Filed Tax Return that includes any member of the CPEX Group or the CPEX Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Group hereby irrevocably authorizes and designates Bentley as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Filed Tax Return. Except as otherwise provided herein, Bentley shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley Filed Tax Return for which Bentley bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley Group.

Obligations to File Tax Returns. (a) Bentley LRAD shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Group either LRAD or the CPEX Group Parametric Sound and that which is required to be filed for a Tax year ending on or before the Distribution Date or (y) includes any member of the Bentley Group LRAD and that is required to be filed after the Distribution Date (each, a “Bentley LRAD Filed Tax Return”); provided, however, that (1) all Bentley LRAD Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX Parametric Sound shall promptly prepare and deliver to Bentley LRAD in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Group Parametric Sound is included in, or any portion of the CPEX Parametric Business is reflected on, a Bentley LRAD Filed Tax Return, (3) Bentley LRAD shall provide to CPEX Parametric Sound sufficiently in advance of the due date for the filing thereof, and CPEX Parametric Sound shall have a reasonable opportunity to review and comment on, any such Bentley LRAD Filed Tax Return (or the relevant portion thereof) to the extent that CPEX Parametric Sound is responsible for any portion of the Taxes reported on such Bentley LRAD Filed Tax Return, and (4) in the case of any Bentley LRAD Filed Tax Return that includes any member of the CPEX Group Parametric Sound or the CPEX Parametric Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Group Parametric Sound hereby irrevocably authorizes and designates Bentley LRAD as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley LRAD Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley LRAD Filed Tax Return. Except as otherwise provided herein, Bentley LRAD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley LRAD Filed Tax Return for which Bentley LRAD bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Group LRAD may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley GroupLRAD.

Obligations to File Tax Returns. (a) Bentley Verizon shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x1) includes any member of the Bentley Verizon Group or the CPEX Spinco Group and that is required to be filed before or on or before the Distribution Date or (y2) includes any member of the Bentley Verizon Group and that is required to be filed after the Distribution Date (each, a “Bentley Verizon Filed Tax Return”); provided, however, that (1x) all Bentley Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX Spinco shall promptly prepare and deliver to Bentley Verizon in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX Spinco Group is included in, or any portion of the CPEX Spinco Business is reflected on, a Bentley Verizon Filed Tax Return, (3y) Bentley Verizon shall provide to CPEX Spinco sufficiently in advance of the due date for the filing thereof, and CPEX Spinco shall have a reasonable opportunity to review and comment on, any such Bentley Verizon Filed Tax Return (or the relevant portion thereof) to the extent that CPEX Spinco is responsible for any portion of the Taxes reported on such Bentley Verizon Filed Tax Return, and (4z) in the case of any Bentley Verizon Filed Tax Return that includes any member of the CPEX Spinco Group or the CPEX Spinco Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX Spinco Group hereby irrevocably authorizes and designates Bentley Verizon as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Verizon Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Verizon Filed Tax Return. Except as otherwise provided herein, Bentley Verizon shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley Verizon Filed Tax Return for which Bentley Verizon bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Verizon Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley Verizon Group.

Obligations to File Tax Returns. (a) Bentley The ASD Group shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return filed after the Distribution Date that (x) includes any member of the Bentley ASD Group or the CPEX Group and that is required to be filed on any assets or before the Distribution Date or (y) includes any member operations of the Bentley Group and that is required to be filed after the Distribution Date Remainco Business other than Tax Returns listed on Schedule 2.01(a) (each, a an “Bentley ASD Filed Tax Return”); provided, however, that (1x) all Bentley Filed Tax Returns WABCO shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall promptly prepare and deliver to Bentley ASD in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any with respect to each member of the CPEX WABCO Group is or portion of the VCS Business included in, or any portion of the CPEX Business is reflected on, a Bentley an ASD Filed Tax Return no later than ninety (90) days before the due date for the filing of the relevant Tax Return, (3y) Bentley ASD shall provide to CPEX sufficiently WABCO no later than thirty (30) days in advance of the due date for the filing thereof, and CPEX WABCO shall have a reasonable opportunity to review and comment on, any such Bentley ASD Filed Tax Return (or the relevant portion thereof) to the extent that CPEX WABCO is responsible for any portion of the Taxes reported on such Bentley ASD Filed Tax Return, and (4z) in the case of any Bentley ASD Filed Tax Return that includes any member of the CPEX WABCO Group or the CPEX VCS Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes taxable income, assets or other attributes of the VCS Business shall be allocated by ASD to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution DateDate performed by ASD. Each member of the CPEX WABCO Group hereby irrevocably authorizes and designates Bentley ASD as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley ASD Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority Entity in respect of a Bentley an ASD Filed Tax Return. Except as otherwise provided herein, Bentley ASD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley an ASD Filed Tax Return for which Bentley ASD bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley ASD Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley ASD Group. For purposes of this Section, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filed.

Obligations to File Tax Returns. (a) Bentley Myriad shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return that (x) includes any member of the Bentley Myriad Group or the CPEX MPI Group and that which is required to be filed for a Tax year ending on or before the Distribution Date or (y) includes any member of the Bentley Myriad Group and that is required to be filed after the Distribution Date (each, a “Bentley Myriad Filed Tax Return”); provided, however, that (1) all Bentley Myriad Filed Tax Returns shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX MPI shall promptly prepare and deliver to Bentley Myriad in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any member of the CPEX MPI Group is included in, or any portion of the CPEX MPI Business is reflected on, a Bentley Myriad Filed Tax Return, (3) Bentley Myriad shall provide to CPEX MPI sufficiently in advance of the due date for the filing thereof, and CPEX MPI shall have a reasonable opportunity to review and comment on, any such Bentley Myriad Filed Tax Return (or the relevant portion thereof) to the extent that CPEX MPI is responsible for any portion of the Taxes reported on such Bentley Myriad Filed Tax Return, and (4) in the case of any Bentley Myriad Filed Tax Return that includes any member of the CPEX MPI Group or the CPEX MPI Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes shall be allocated to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution Date. Each member of the CPEX MPI Group hereby irrevocably authorizes and designates Bentley Myriad as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Myriad Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Myriad Filed Tax Return. Except as otherwise provided herein, Bentley Myriad shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley Myriad Filed Tax Return for which Bentley Myriad bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley Myriad Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley Myriad Group.

Obligations to File Tax Returns. (a) Bentley The ASD Group shall have the sole and exclusive responsibility for the preparation and filing of (A) each Tax Return filed after the Distribution Date that (x) includes any member of the Bentley ASD Group or the CPEX Group and that is required to be filed on any assets or before the Distribution Date or (y) includes any member operations of the Bentley Group Remainco Business other than Tax Returns listed on Schedule 2.01(a) and that is required to be filed after the Distribution Date (B) Tax Returns listed on Schedule 2.01(b) (each, a an “Bentley ASD Filed Tax Return”); provided, however, that (1x) all Bentley Filed Tax Returns WABCO shall be prepared on a basis that is consistent with both the Contribution Tax Treatment and the Distribution Tax Treatment, (2) CPEX shall promptly prepare and deliver to Bentley ASD in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages for any taxable period in which any with respect to each member of the CPEX WABCO Group is or portion of the VCS Business included in, or any portion of the CPEX Business is reflected on, a Bentley an ASD Filed Tax Return no later than ninety (90) days before the due date for the filing of the relevant Tax Return, (3y) Bentley ASD shall provide to CPEX sufficiently WABCO no later than thirty (30) days in advance of the due date for the filing thereof, and CPEX WABCO shall have a reasonable opportunity to review and comment on, any such Bentley ASD Filed Tax Return (or the relevant portion thereof) to the extent that CPEX WABCO is responsible for any portion of the Taxes reported on such Bentley ASD Filed Tax Return, and (4z) in the case of any Bentley ASD Filed Tax Return that includes any member of the CPEX WABCO Group or the CPEX VCS Business only for the portion of the relevant taxable period that ends on the Distribution Date, Taxes taxable income, assets or other attributes of the VCS Business shall be allocated by ASD to the portion of such taxable period that ends on the Distribution Date based on an actual or hypothetical closing of the books at the close of the Distribution DateDate performed by ASD. Each member of the CPEX WABCO Group hereby irrevocably authorizes and designates Bentley ASD as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley ASD Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority Entity in respect of a Bentley an ASD Filed Tax Return. Except as otherwise provided herein, Bentley ASD shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a Bentley an ASD Filed Tax Return for which Bentley ASD bears responsibility hereunder and to determine whether any refunds of Taxes to which the Bentley ASD Group may be entitled shall be received by way of refund or credit against the Tax liability of the Bentley ASD Group. For purposes of this Section, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filed.