Common use of Pre-Closing Period Tax Returns Clause in Contracts

Pre-Closing Period Tax Returns. Seller shall prepare and file, or cause to be prepared and filed, all income Tax Returns of the Chesapeake Companies for any tax period ending on or prior to the Closing Date that are required to be filed after the Closing Date (“Pre-Closing Income Tax Returns”) and Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Chesapeake Companies for any tax period ending or prior to the Closing Date that are required to be filed after the Closing Date, other than Pre-Closing Income Tax Returns. All such Tax Returns of the Chesapeake Companies shall be prepared by Seller and Parent, as applicable, in a manner consistent with past practices of the Chesapeake Companies (except as required by applicable Law). No later than 30 days prior to the due date for any such Tax Return (or 30 days prior to the filing of any amended Tax Return) (taking into account applicable extensions), Parent or Seller, as the case may be, will provide to the other a copy of such Tax Return and shall incorporate all of the other’s reasonable comments. For purposes of the foregoing, comments provided on or before the earlier to occur of (i) 30 days after delivery of such Tax Return to Seller or Parent and (ii) seven days prior to the due date for any such Tax Return (taking into account applicable extensions), shall be considered timely. Not later than five days prior to the due date, Seller shall pay, or cause to be paid to Parent any Pre-Closing Taxes shown as due on such Tax Returns (determined in accordance with Section 6.7(b)) to the extent not included in the Draft Closing Balance Sheet. The parties acknowledge and agree that the Chesapeake Companies are disregarded entities for federal income Tax purposes, and therefore all the activities of the Chesapeake Companies for the period ending on the Closing Date shall be included in the federal income Tax Returns of the Seller. The Tax Returns of Seller are not governed by this Section 6.7 and shall be the sole and exclusive responsibility of Seller to prepare and file.

Pre-Closing Period Tax Returns. Seller shall The Company shall, at the Company’s expense, prepare and file, or cause to be prepared and filed, file or cause to be filed all income Tax Returns of for the Chesapeake Companies Company for any tax period all taxable periods ending on or before the Closing Date and which are due on or before the Closing Date and the Company shall pay or cause to be paid all Taxes with respect to such periods. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all taxable periods ending on or prior to the Closing Date that and which are required to be filed after the Closing Date (“Pre-Closing Income Tax Returns”) and Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Chesapeake Companies for any tax period ending or prior to the Closing Date that are required to be filed due after the Closing Date, other than Pre-Closing Income Tax Returns. All such Tax Returns of the Chesapeake Companies referred to in this Section 5.8.1 shall be prepared by Seller and Parent, as applicable, in a manner consistent accordance with past practices of the Chesapeake Companies (except as required by applicable Law)Company. No later than 30 Parent and the Surviving Corporation shall submit each Tax Return to the Holders’ Representatives at least 20 days before such Tax Return is due for the Holders’ Representatives’ written approval prior to filing. If the due date for Holders’ Representatives object to any item on any such Tax Return (or 30 days prior to the filing of any amended Tax Return) (taking into account applicable extensions), Parent or Sellerthey shall, as the case may be, will provide to the other a copy of such Tax Return and shall incorporate all of the other’s reasonable comments. For purposes of the foregoing, comments provided on or before the earlier to occur of (i) 30 with 15 days after delivery of such Tax Return to Seller or Return, notify Parent and the Surviving Corporation in writing that they so object, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Parent and the Holders’ Representatives shall negotiate in good faith and use their reasonable best efforts to resolve such items. If Parent and the Holders’ Representatives are unable to reach such agreement with 10 days after receipt by Parent of such notice, the disputed items shall be resolved by an independent nationally recognized accounting firm selected by Parent and reasonably acceptable to the Holders’ Representatives (iithe “Accounting Firm”) seven and any determination by the Accounting Firm shall be final. The Accounting Firm shall resolve any disputed items within 30 days prior of having the item referred to it pursuant to such procedures as it may require. If any disputed items are unable to be resolved before the due date for any such Tax Return, the Tax Return (taking into account applicable extensions), shall be considered timelyfiled as prepared by Parent and the Surviving Corporation and then amended to reflect the Parties’ or the Accounting Firm’s resolution. Not later than five days prior to The costs, fees and expenses of the Accounting Firm shall be borne equally by Parent and the Holders’ Representatives. Any amount due date, Seller by the Holders under this Section 5.8.1 shall pay, or cause to be paid by the Surviving Corporation, and Parent shall be entitled to Parent withhold any Pre-Closing Taxes shown as due on such Tax Returns (determined Base Merger Delayed Consideration payments payable in accordance with Section 6.7(b)) 2.9.2 and any Contingent Consideration Payments payable in accordance with Section 2.14.3 to the extent not included in the Draft Closing Balance Sheet. The parties acknowledge and agree that the Chesapeake Companies are disregarded entities for federal income Tax purposes, and therefore all the activities of the Chesapeake Companies for the period ending on the Closing Date shall be included in the federal income Tax Returns of the Seller. The Tax Returns of Seller are not governed by this Section 6.7 and shall be the sole and exclusive responsibility of Seller to prepare and fileset off against any such amount.

Pre-Closing Period Tax Returns. Seller shall prepare and fileThe Equity Holders shall, at their expense, or if the Holder Representative so requests, at least ninety (90) days prior to the due date of such Tax Return, the Surviving Corporation shall, at the Equity Holders’ expense, prepare, or cause to be prepared and filedprepared, all income Tax Returns (including such Tax Returns filed pursuant to any valid extension of the Chesapeake Companies for time to file and any tax period ending on or prior to the Closing Date that are amendments thereto) required to be filed after the Closing Date by the Company and its Subsidiaries with respect to any Tax Period ended on or before the Closing Date (the “Pre-Closing Income Periods” and such Tax Returns, the “Pre-Closing Period Tax Returns”) ), and Parent the Equity Holders shall prepare be responsible for, pay and file, or cause indemnify the Purchaser Indemnified Parties for all Taxes payable by the Company and its Subsidiaries with respect to be prepared and filed, all Tax Returns of the Chesapeake Companies for any tax period ending or prior to the Closing Date that are required to be filed after the Closing Date, other than such Pre-Closing Income Periods, including Taxes shown as due and payable on such Tax Returns. All such Such Pre-Closing Period Tax Returns of the Chesapeake Companies shall be prepared by Seller and Parent, as applicable, in on a manner basis consistent with past practices of the Chesapeake Companies (except as Tax Returns previously filed by the Company, unless otherwise required by applicable Tax Law). No later than 30 days prior The Holder Representative shall provide a copy of each such Pre-Closing Period Tax Return to the due date Purchaser for any the Purchaser’s review and comment a reasonable period of time (not to be less than thirty (30) days in the case of income Tax Returns) before such Tax Return (or 30 days prior to is filed by the filing of Equity Holders and such comments shall be incorporated into the Tax Return by the Holder Representative so long as such comments are consistent with the Tax Returns previously filed by the Company and in accordance with applicable Law; provided, however, that if the Holder Representative requests that the Surviving Corporation prepare and file any amended Pre-Closing Period Tax Return) , the Surviving Corporation shall prepare such Pre-Closing Period Tax Returns on a basis consistent with the Tax Returns previously filed by the Company or the applicable Subsidiary (taking into account applicable extensions), Parent or Seller, as the case may be), will unless otherwise required by applicable Tax Law, and shall provide to the other a copy of each such Pre-Closing Period Tax Return to the Holder Representative for the Holder Representative’s review a reasonable period of time (not to be less than thirty (30) days in the case of income Tax Returns) before such Tax Return is filed. The Holder Representative shall notify the Purchaser within 15 days after delivery to the Holder Representative if it has any comments with respect to items set forth in such Tax Return and such comments shall incorporate all be incorporated into the Tax Return by the Purchaser provided that such comments are in accordance with applicable Law and such comments do not have the effect of increasing any liabilities of the other’s reasonable commentsSurviving Corporation or any of its Subsidiaries for any Post-Closing Tax Period. For purposes The Purchaser shall furnish any information requested by the Holder Representative necessary for the preparation and review of the foregoing, comments provided on or before Pre-Closing Period Tax Returns. The Surviving Corporation shall timely file all such Pre-Closing Period Tax Returns (as finally determined pursuant to this Section 6.15(a)) with the earlier appropriate Taxing Authority and shall prepare and file all Tax Returns required to occur of be filed by the Surviving Corporation and its Subsidiaries for all taxable periods (ithe “Post-Closing Tax Periods”) 30 days beginning after delivery of such the Closing Date (“Post-Closing Period Tax Return to Seller or Parent and (ii) seven days prior to the due date for any such Tax Return (taking into account applicable extensionsReturns”), shall be considered timely. Not later than five days prior to and the due date, Seller Purchaser shall pay, or cause to be paid paid, all Taxes with respect to Parent any Presuch Post-Closing Taxes shown as due on such Period Tax Returns (determined in accordance with Section 6.7(b)) to the extent not included in the Draft Closing Balance Sheet. The parties acknowledge and agree that the Chesapeake Companies are disregarded entities for federal income Tax purposes, and therefore all the activities of the Chesapeake Companies for the period ending on the Closing Date shall be included in the federal income Tax Returns of the Seller. The Tax Returns of Seller are not governed by this Section 6.7 and shall be the sole and exclusive responsibility of Seller to prepare and fileReturns.

Pre-Closing Period Tax Returns. Seller shall prepare and file, or cause to be prepared and filed, all income Tax Returns of the Chesapeake Companies for any tax period ending on or prior that relate solely to the Company Group for all Pre-Closing Date that are required to be filed after the Closing Date Periods (such Tax Returns, “Pre-Closing Income Period Tax Returns”) and Parent ). Except as otherwise required by applicable Law, Seller shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Chesapeake Companies for any tax period ending or prior to the Closing Date that are required to be filed after the Closing Date, other than such Pre-Closing Income Tax Returns. All such Period Tax Returns of the Chesapeake Companies shall be prepared by Seller and Parent, as applicable, in a manner consistent with past practices of custom and practice. Seller shall permit Buyer to review and comment on each Pre-Closing Period Tax Return (including all supporting work papers to the Chesapeake Companies extent related solely to the Business) at least fifteen (except as required by applicable Law). No later than 30 15) days prior to the due date (including extensions) for any filing such Tax Return (or 30 days prior to the filing of any amended Tax Return) (taking into account applicable extensions), Parent or Seller, as the case may be, will provide to the other a copy of such Pre-Closing Period Tax Return and shall incorporate all of the other’s reasonable comments. For purposes of the foregoing, consider in good faith any comments provided on or before by Buyer. Seller shall deliver the earlier Pre-Closing Period Tax Returns to occur of Buyer no later than ten (i10) 30 days after delivery of such Tax Return to Seller or Parent and (ii) seven days prior to the due date (including extensions) for any filing such Pre-Closing Period Tax Return (taking into account applicable extensions)Returns. Subject to Seller’s timely delivery of such Pre-Closing Period Tax Returns pursuant to the preceding sentence, Buyer shall execute and file or cause to be considered timely. Not later than five days executed and filed all such Pre-Closing Period Tax Returns on or prior to the due date, Seller shall pay, or cause to be paid to Parent any date (including extensions) for filing such Pre-Closing Period Tax Returns. Seller shall remit to Buyer, at least five (5) days before the due date (including extensions) of the applicable Pre-Closing Period Tax Return, an amount equal to the amount of Taxes shown as due and payable on such Pre-Closing Period Tax Returns (determined in accordance with Section 6.7(b)) Return, and Buyer shall timely pay such amount to the extent not included appropriate Tax authority. All deductions for Transaction Expenses, compensatory amounts and similar amounts paid or payable by the Company Group as a result of or in connection with the consummation of the transactions contemplated hereby shall be allocated to and claimed in the Draft Closing Balance Sheet. The parties acknowledge and agree that the Chesapeake Companies are disregarded entities for federal income Tax purposes, and therefore all the activities of the Chesapeake Companies for the period taxable year (or portion thereof) ending on the Closing Date shall be included in to the federal income Tax Returns of the Seller. The Tax Returns of Seller are not governed extent permitted by this Section 6.7 and shall be the sole and exclusive responsibility of Seller to prepare and fileapplicable Law.

Pre-Closing Period Tax Returns. Seller Parent shall prepare and file, or cause to be prepared and filed, shall use commercially reasonable efforts to timely file or cause to be timely filed all income Pre-Closing Period Tax Returns of the Chesapeake Companies for any tax period ending on or prior to the Closing Date that Surviving Corporation which are required to be filed after the Closing Date (“Pre-Closing Income Tax Returns”) and Parent shall prepare and file, or cause to be prepared and filed, all Tax Returns of the Chesapeake Companies for any tax period ending or prior to the Closing Date that are required to be filed after the Closing Date, other than Pre-Closing Income Tax Returns. All such which Tax Returns of the Chesapeake Companies shall be prepared by Seller and Parent, as applicable, in a manner consistent accordance with past practices of the Chesapeake Companies and customs (except as unless otherwise required by any applicable LawLegal Requirement). No later than 30 days prior to the due date for any such Tax Return (or 30 days prior to the filing of any amended Tax Return) (taking into account applicable extensions), Parent or Seller, as the case may be, will shall provide to the other a copy Securityholders’ Agent drafts of such Tax Return and shall incorporate all of the other’s reasonable comments. For purposes of the foregoing, comments provided on or before the earlier to occur of (i) 30 days after delivery of such Tax Return to Seller or Parent and (ii) seven days prior to the due date for any such Tax Return (taking into account applicable extensions), shall be considered timely. Not later than five days prior to the due date, Seller shall pay, or cause to be paid to Parent any Pre-Closing Taxes Period Tax Returns, in each case at least thirty (30) days prior to filing, for the Securityholders’ Agent’s review and comment. Parent shall consider in good faith any reasonable changes to such Pre-Closing Period Tax Returns proposed by the Securityholders’ Agent within ten (10) days of the Securityholders’ Agent’s receipt of such Pre-Closing Period Tax Returns and shall not unreasonably withhold incorporation of the Securityholders’ Agent’s comments. The Surviving Corporation shall timely pay all amounts shown as due on such Tax Returns (determined and Parent may, in accordance with Section 6.7(b)) their discretion, seek reimbursement from either the Escrow Amount or directly from the OP Indemnifying Parties. To the extent Parent or the Surviving Corporation seeks reimbursement from the OP Indemnifying Parties, the OP Indemnifying Parties shall reimburse the Surviving Corporation promptly upon Parent’s or the Surviving Corporation’s written request for such amounts shown as due on the Pre-Closing Period Tax Returns when filed, but only to the extent any such amounts were not included in the Draft Closing Balance Sheet. The parties acknowledge and agree that the Chesapeake Companies are disregarded entities calculation of Working Capital or reflected in a claim for federal income Tax purposes, and therefore all the activities indemnification for a breach of a representation or warranty of the Chesapeake Companies for the period ending on the Closing Date shall be included in the federal income Tax Returns Company or a covenant or agreement of the Seller. The Tax Returns of Seller are not governed by this OP Indemnifying Parties pursuant to Section 6.7 and shall be the sole and exclusive responsibility of Seller to prepare and file8.