Common use of Pre-Closing Tax Matters Clause in Contracts

Pre-Closing Tax Matters. During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its terms, except as consented to in writing by Parent REIT or Parent OP (which consent shall not be unreasonably withheld, delayed or conditioned): (a) The Company shall, and shall cause each other Group Company to, prepare and timely file all material Tax Returns required to be filed by them on or before the Closing Date (“Post-Signing Returns”) in a manner consistent with past practice except as otherwise required by applicable Laws; (b) The Company shall, and shall cause each other Group Company to, fully and timely pay (or cause to be paid) all material Taxes due and payable by the Company or another Group Company, as applicable, in respect of such Post-Signing Returns that are so filed; (c) The Company shall furnish all material Post-Signing Returns (with respect to any Group Company) to Parent REIT at least twenty (20) days before the due date for such Tax Returns, and Parent REIT shall have the opportunity to discuss such Tax Returns with the Company prior to the filing of such Tax Returns; provided however, that this provision is not designed to imply that Parent REIT has an approval right over the filing of such Tax Returns. (d) Each party shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any Transaction Taxes that become payable in connection with the Contemplated Transactions, and shall cooperate in attempting to minimize the amount of such Transaction Taxes; (e) The Company shall not, and shall cause each other Group Company not to, make, change or rescind any material Tax election or change a material method of Tax accounting unless in each case such action is required by Law; if any action is required by Law, the applicable Group Company shall promptly notify Parent REIT; (f) The Company shall not, and shall cause each other Group Company not to, amend any material Tax Return, or settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, or enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund unless either (i) such action is not material and would not affect the Taxes of the applicable Group Company in a post-Closing period or (ii) such action is required by law; solely in the case of clause (ii), the applicable Group Company will promptly notify Parent REIT; (g) The Company shall, and shall cause each other Group Company to, promptly notify Parent REIT of any suit, claim, action, investigation, proceeding or audit brought against or with respect to the Company in respect of any Tax; and (h) No Group Company shall enter into, amend or modify any Tax Protection Agreement, or take any action that would, or could reasonably be expected to, violate any Tax Protection Agreement or otherwise give rise to any liability of the Company or any Subsidiary with respect thereto.

Pre-Closing Tax Matters. During Without the period from the date of this Agreement through the earlier prior written consent of the Closing and the termination of this Agreement in accordance with its terms, except as consented Seller (not to in writing by Parent REIT or Parent OP (which consent shall not be unreasonably withheld, delayed conditioned or conditioned): (a) The Company shalldelayed), after the Closing, the Purchaser and its Affiliates shall not, and the Purchaser and its Affiliates shall cause each other Group not permit the Company or any of its Subsidiaries to, prepare and timely file all material (i) other than as provided in Section 10.1(f), amend or otherwise modify any Tax Returns required Return relating to be filed by them on a Pre-Closing Tax Period, (ii) extend or before the Closing Date (“Post-Signing Returns”) in a manner consistent with past practice except as otherwise required by applicable Laws; (b) The Company shallwaive, and shall cause each other Group Company to, fully and timely pay (or cause to be paidextended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, (iii) all material Taxes due and payable by the Company settle any claim, audit or another Group Company, as applicable, in respect of such Post-Signing Returns that are so filed; (c) The Company shall furnish all material Post-Signing Returns (other proceeding with respect to Taxes for any Group CompanyPre-Closing Tax Period, (iv) to Parent REIT at least twenty (20) days before the due date for such Tax Returns, and Parent REIT shall have the opportunity to discuss such Tax Returns with the Company prior to the filing of such Tax Returns; provided however, that this provision is not designed to imply that Parent REIT has an approval right over the filing of such Tax Returns. (d) Each party shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any Transaction Taxes that become payable in connection with the Contemplated Transactions, and shall cooperate in attempting to minimize the amount of such Transaction Taxes; (e) The Company shall not, and shall cause each other Group Company not to, make, change or rescind any material Tax election or change a material method of Tax accounting unless in each case such action is required by Law; if any action is required by Law, the applicable Group Company shall promptly notify Parent REIT; (f) The Company shall not, and shall cause each other Group Company not to, amend any material Tax Return, or settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, or enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim a refund for Taxes for any material Pre-Closing Tax refund unless either Period, (iv) such action is make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, (vi) make or initiate any voluntary contact with a Governmental Authority (including any voluntary disclosure agreement or similar process) regarding any Pre-Closing Tax Period, or (vii) file a Tax Return relating to a Pre-Closing Tax Period in any jurisdiction in which the Company and/or any of its Subsidiaries have not material previously filed; provided, that Purchaser’s and would not affect its Affiliates’ obligations under this Section 10.1(e) shall terminate following the Taxes finalization of the applicable Group Company Preliminary Closing Statement in a postaccordance with Section 1.5 of this Agreement (the “Post Closing Act Time Limit”), unless such action, which would otherwise be prohibited under this Section 10.1(e) but for the application of the Post-Closing period or (ii) such action is required by law; solely Act Time Limit would be reasonably expected to have an adverse impact on the amount to which Seller would be entitled pursuant to Section 10.1(i). Notwithstanding anything to the contrary in this Agreement, neither the case of clause (ii)Purchaser, the applicable Group Company will promptly notify Parent REIT; (g) The Company shallCompany, and its Subsidiaries nor any of their Affiliates shall cause each other Group Company to, promptly notify Parent REIT make any election under Sections 336 or 338 of any suit, claim, action, investigation, proceeding or audit brought against or the Code with respect to the Company in respect of any Tax; and (h) No Group Company shall enter into, amend or modify any Tax Protection transactions contemplated by this Agreement, or take any action that would, or could reasonably be expected to, violate any Tax Protection Agreement or otherwise give rise to any liability of the Company or any Subsidiary with respect thereto.

Pre-Closing Tax Matters. (i) During the period from the date of this Agreement through the earlier of to the Closing Date, the Company Parties and the termination of this Agreement in accordance with its terms, except as consented to in writing by Parent REIT or Parent OP (which consent shall not be unreasonably withheld, delayed or conditioned):their respective Subsidiaries shall: (aA) The Company shall, and shall cause each other Group Company to, prepare and timely file all income and other material Tax Returns required to be filed by them of the Company Parties and their Subsidiaries that are due on or before the Closing Date (taking into account valid extensions) with respect to each jurisdiction and Tax which the Company Parties and their respective Subsidiaries have previously filed a Tax Return prior to the date of this Agreement (i.e., disregarding any Tax Return for any jurisdiction or Tax with respect to which the Company Parties and their respective Subsidiaries have not previously filed a Tax Return) and any jurisdiction in which the Company Parties and their respective Subsidiaries first becomes required to file a Tax Return as a result of actions or transactions taken or entered into after December 31, 2022 and prior to the Closing Date (“PostPre-Signing Closing Tax Returns”) ), and all Pre-Closing Tax Returns shall be prepared in a manner that is materially consistent with the past custom and practice of the Company Parties and their respective Subsidiaries, except as otherwise required by applicable LawsLaw or as provided herein; provided, however, that the Company Parties and their respective Subsidiaries shall adhere to the Section 704(c) methodology specified for the applicable period in the Opco LLCA (collectively, the “Tax Principles”); provided, further, that (x) Parent shall be entitled to review and comment on any Specified Tax Returns and (y) any disputes over the preparation of the Specified Tax Returns shall be subject to the dispute resolution provisions of Section 7.11(c)(iii); (bB) The Company shall, and shall cause each other Group Company to, fully and timely pay (or cause to be paid) all material Taxes due and payable by the Company or another Group Company, as applicable, Parties and their Subsidiaries in respect of such PostPre-Signing Returns that are so filed; (c) The Company shall furnish all material Post-Signing Returns (with respect to any Group Company) to Parent REIT at least twenty (20) days before the due date for such Tax Returns, and Parent REIT shall have the opportunity to discuss such Tax Returns with the Company prior to the filing of such Closing Tax Returns; provided however, that this provision is not designed to imply that Parent REIT has an approval right over the filing of such Tax Returns.and (dC) Each party shall cooperate in the preparation, execution and filing promptly notify Parent of all returns, questionnaires, applications or other documents regarding any Transaction Taxes that become payable in connection with the Contemplated Transactions, and shall cooperate in attempting to minimize the amount of such Transaction Taxes; (e) The Company shall not, and shall cause each other Group Company not to, make, change or rescind any material Tax election or change a material method of Tax accounting unless in each case such action is required by Law; if any action is required by Law, the applicable Group Company shall promptly notify Parent REIT; (f) The Company shall not, and shall cause each other Group Company not to, amend any material Tax Return, or settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, or enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund unless either (i) such action is not material and would not affect the Taxes of the applicable Group Company in a post-Closing period or (ii) such action is required by law; solely in the case of clause (ii), the applicable Group Company will promptly notify Parent REIT; (g) The Company shall, and shall cause each other Group Company to, promptly notify Parent REIT of any suit, claim, action, investigation, proceeding or audit brought Contest that becomes pending against or with respect to the Company in respect Parties or any of any Taxtheir respective Subsidiaries; and (hii) No Group Company Parent shall enter into, amend cause all Tax Sharing Agreements with respect to or modify involving any Tax Protection Agreement, or take any action that would, or could reasonably be expected to, violate any Tax Protection Agreement or otherwise give rise to any liability of the Company Parent Party or any Subsidiary with respect theretoof their Subsidiaries to be terminated at least one day prior to the Closing Date and from and after such time, no Parent Party or any of their Subsidiaries shall be bound thereby or have any obligation or liability thereunder.

Pre-Closing Tax Matters. During After the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its termsClosing, except as consented to otherwise provided in writing Section 6.08 or as required by Parent REIT applicable Law, without the prior written consent of the Representative or Parent OP (Buyer, as applicable, which consent shall not be unreasonably withheld, delayed conditioned or conditioned): (a) The Company shalldelayed, and shall cause each other Group Company to, prepare and timely file all material Tax Returns required to be filed by them on the Representative or before the Closing Date (“Post-Signing Returns”) in a manner consistent with past practice except as otherwise required by applicable Laws; (b) The Company shall, and shall cause each other Group Company to, fully and timely pay (or cause to be paid) all material Taxes due and payable by the Company or another Group CompanyBuyer, as applicable, will not and will not permit the Company or any of its Subsidiaries to (i) amend or otherwise modify any Tax Return in respect of such Posta Pre-Signing Returns Closing Tax Period, (ii) make or change any Tax election with respect to, or that are so filed; has retroactive effect to, a Pre-Closing Tax Period, (ciii) The Company shall furnish all material Post-Signing Returns (voluntarily initiate any communication with any Tax authority with respect to any Group CompanyTax Return in respect of a Pre-Closing Tax Period, or (iv) extend or waive the statute of limitations for assessments with respect to Parent REIT at least twenty (20) days before the due date for any Tax Return in respect of a Pre-Closing Tax Period or Taxes attributable to such Tax Returnsperiod; provided, and Parent REIT shall have the opportunity to discuss such Tax Returns with the Company prior to the filing of such Tax Returns; provided however, that (x) the limitations set forth in this provision is Section 6.08(e) shall not designed apply to imply that Parent REIT has an approval right over Buyer to the filing of such Tax Returns. (d) Each party shall cooperate extent the actions by Buyer set forth in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any Transaction Taxes that become payable in connection with the Contemplated Transactions, and shall cooperate in attempting to minimize the amount of such Transaction Taxes; (e) The Company shall not, and shall cause each other Group Company not to, make, change or rescind any material Tax election or change a material method of Tax accounting unless in each case such action is required by Law; if any action is required by Law, the applicable Group Company shall promptly notify Parent REIT; (f) The Company shall not, and shall cause each other Group Company not to, amend any material Tax Return, or settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, or enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund unless either clauses (i) such action is not material and would not affect the Taxes of the applicable Group Company in a post-Closing period or (ii) such action is required by law; solely in the case of clause ), (ii), (iii) and (iv) would not give rise to an amount for which Buyer is entitled to indemnification under Article X (taking into account the applicable Group Company will promptly notify Parent REIT; limitations set forth therein) and (gy) The Company shallthe limitations set forth in clauses (i), (ii) and (iv) of this Section 6.08(e) shall cause each other Group Company to, promptly notify Parent REIT of any suit, claim, action, investigation, proceeding or audit brought against or with respect not apply to the Representative to the extent such actions by Representative set forth in clauses (i), (ii) and (iv) would not increase the Taxes of Buyer, the Company and its Subsidiaries or any of their Affiliates in any taxable period for which Buyer may not be entitled to indemnification under Article X (taking into account the limitations set forth therein). Notwithstanding anything herein to the contrary, Buyer shall be permitted to take all appropriate actions to reflect proper treatment of unrealized foreign exchange losses on the Tax Returns of the Company and its Subsidiaries for all taxable periods, including amending Tax Returns and changing accounting methods in respect of any Tax; and (hPre-Closing Tax Periods, and preparing Tax Returns under Section 6.08(a)(ii) No Group Company shall enter intoand Section 6.08(b) to reflect such proper treatment of unrealized foreign exchange losses, amend or modify any subject to the Representative's review and approval rights relating to such Tax Protection AgreementReturns pursuant to Section 6.08(a)(ii) and Section 6.08(b), or take any action that would, or could reasonably be expected to, violate any Tax Protection Agreement or otherwise give rise to any liability of the Company or any Subsidiary with respect theretorespectively.