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

Pre-Closing Tax Period Tax Returns. (i) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) the following Tax Returns on a basis consistent with existing procedures for preparing such Tax Returns and pay Taxes shown as due thereon: (A) all Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due on or prior to the Closing Date (taking all validly-requested extensions into account) and (B) all Income Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due after the Closing Date in the case of a combined, consolidated or unitary Income Tax Return that includes an affiliate of Purchaser which is not being transferred pursuant to this Agreement. (ii) Except as provided in clause (i) of this Section 9.02(a), as to any Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) for Income Taxes due after the Closing Date for tax periods ending on or prior to the Closing Date, Seller shall cause WVS-I B.V. and WVS-I US (and their subsidiaries) to prepare and timely file such Tax Returns in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts); provided, however, (A) Seller shall deliver any such Tax Return for any such Income Taxes to Purchaser at least 30 days before it is due (taking all validly-requested extensions into account), (B) Purchaser shall have the sole discretion to approve or modify such Tax Return by notice given at least five business days before such Tax Return is due and (C) such Tax Return shall be filed (as so approved or modified) on a timely basis by the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due the amount of Taxes shown to be due on such Tax Return to the extent that such amount exceeds the amount of such Taxes reflected on a dollar for dollar basis in the calculation of the WVS-I Closing Working Capital.

Pre-Closing Tax Period Tax Returns. (i) Purchaser shall prepare and timely file (or cause to be prepared and timely filed) the following Tax Returns on a basis consistent with existing procedures for preparing such Tax Returns and pay Taxes shown as due thereon: (A) all Tax Returns of WVS-I B.V. and WVS-I US U.S. (and their subsidiaries) due on or prior to the Closing Date (taking all validly-requested extensions into account) and (B) all Income Tax Returns of WVS-I B.V. and WVS-I US U.S. (and their subsidiaries) due after the Closing Date in the case of a combined, consolidated or unitary Income Tax Return that includes an affiliate of Purchaser which is not being transferred pursuant to this Agreement. (ii) Except as provided in clause (i) of this Section 9.02(a), as to any Tax Returns of WVS-I B.V. and WVS-I US U.S. (and their subsidiaries) for Income Taxes due after the Closing Date for tax periods ending on or prior to the Closing Date, Seller shall cause WVS-I B.V. and WVS-I US U.S. (and their subsidiaries) to prepare and timely file such Tax Returns in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts); provided, however, (A) Seller shall deliver any such Tax Return for any such Income Taxes to Purchaser at least 30 days before it is due (taking all validly-requested extensions into account), (B) Purchaser shall have the sole discretion to approve or modify such Tax Return by notice given at least five business days before such Tax Return is due and (C) such Tax Return shall be filed (as so approved or modified) on a timely basis by the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due the amount of Taxes shown to be due on such Tax Return to the extent that such amount exceeds the amount of such Taxes reflected on a dollar for dollar basis in the calculation of the WVS-I Closing Working Capital.

Pre-Closing Tax Period Tax Returns. (a) The Seller Representative shall timely prepare or cause to be timely prepared all income Tax Returns for the Company and its Subsidiaries for Tax periods ending before the Closing Date and that are due on or after the Closing Date (each a “Pre-Closing Tax Return”). Except as otherwise may be approved by the Buyer, all such income Tax Returns described in the previous sentence must be prepared (i) Purchaser in accordance with applicable Legal Requirements, and (ii) consistent with the past practices of the Company except as otherwise required by applicable Legal Requirements. At least thirty (30) days prior to filing, the Seller Representative shall provide drafts of such income Tax Returns to the Buyer for review and written comments, and the Seller Representative will consider such comments in good faith. The Buyer shall prepare and timely file (or cause to be prepared and timely filed) the following all other Tax Returns on a basis consistent with existing procedures for preparing such Tax Returns the Company and pay Taxes shown as due thereon: (A) all Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due on or prior its Subsidiaries to the Closing Date (taking all validly-requested extensions into account) and (B) all Income Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due be filed after the Closing Date in the case of a combined, consolidated or unitary Income Tax Return that includes an affiliate of Purchaser which is not being transferred pursuant to this Agreement. (ii) Except as provided in clause (i) of this Section 9.02(a), as to any Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) for Income Taxes due after the Closing Date for tax periods ending on or prior to the Closing Date, Seller shall cause WVS-I B.V. and WVS-I US (and their subsidiaries) to prepare and timely file and, for any such Tax Returns for a Straddle Period (each such Tax Return, a “Straddle Period Tax Return”) or that are a Pre-Closing Tax Return the Buyer shall provide drafts of such Tax Returns to the Seller Representative for review and written comments at least thirty (30) days prior to filing, and the Buyer shall consider in accordance good faith Seller Representative’s reasonable comments and proposed changes in the applicable Tax Return(s) (if in compliance with Legal Requirements and consistent with the Company’s past practice). Except as required by Legal Requirements, all Tax Returns described in this Section 8.8.2(a) shall be prepared consistent with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts); provided, however, (A) Seller shall deliver any such Tax Return for any such Income Taxes to Purchaser at least 30 days before it is due (taking all validly-requested extensions into account), (B) Purchaser shall have the sole discretion to approve or modify such Tax Return by notice given at least five business days before such Tax Return is due and (C) such Tax Return practice. The Sellers shall be filed (as so approved or modified) on a timely basis by responsible for the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due the full amount of Taxes shown to be due on such any Pre-Closing Tax Return and for the portion of the Taxes shown due on any Straddle Period Tax Return that are allocable under Section 8.8.4 to the extent that such amount exceeds portion of the amount of Straddle Period ending on the Closing Date, except for any such Taxes reflected on a dollar for dollar basis included in the calculation of the WVS-I Closing Working Capital. Within three (3) Business Days of Seller Representative’s receipt of the Buyer’s written request, a copy of which will be delivered to the Escrow Agent, the Escrow Agent will pay to the Buyer the amounts of Taxes for which the Sellers are responsible as described in the proceeding sentence. (b) The parties agree that all losses, deductions, credits and any other Tax benefits available on account of the payment or incurrence of the Transaction Expenses, the Transaction Bonus Payments, the payment of the Company Indebtedness, and the other transactions or payments contemplated by this Agreement shall be reported in Pre-Closing Tax Periods to the greatest extent permitted by Legal Requirement, and to the greatest extent required to be treated as a loss, deduction, credit or benefit on Tax Returns of an owner of the Company, shall be reported as a loss, deduction, credit or benefit on the Sellers’ Tax Returns (rather than the Buyer’s Tax Returns, or the Company’s Tax Returns for any period beginning on or after the Closing Date) to the extent permitted by Legal Requirement. In addition, for any of the Transaction Expenses that are facilitative and might otherwise be required to be capitalized by the Company under Treasury Regulations Section 1.263(a)-5, the parties to this Agreement agree, and agree to cause their Affiliates, to cause the Company to make and apply, to the extent applicable, the “safe harbor election” described in IRS Revenue Procedure 2011-29, 2011-18 I.R.B. 746, with respect to all such expenses that are eligible for such election, unless and except as the Seller Representative may otherwise agree. (c) The Buyer shall cause the Company to join the Buyer’s “consolidated group” (within the meaning of Treasury Regulations Section 1.1502-1(h)) for purposes of U.S. federal Income Taxes and all other applicable Income Taxes effective as of the beginning of the date following the Closing Date and, to the extent permitted by applicable Law, treat the day immediately before the Closing Date as the last date of the taxable period for each other Tax period of the Company (the “Agreed Tax Treatment”). Each party hereto shall file all Tax Returns consistently with the Agreed Tax Treatment and shall not take any position inconsistent therewith.

Pre-Closing Tax Period Tax Returns. (i) Purchaser Seller shall prepare and timely file (taking into account all valid extensions), or shall cause to be prepared and timely filed) the following Tax Returns on a basis consistent with existing procedures for preparing such Tax Returns filed (taking into account all valid extensions), any and pay Taxes shown as due thereon: (A) all Income Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due the Company for any taxable period ending on or prior to the Closing Date (taking all validly-requested extensions into account) and (B) all Income Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due that are required to be filed after the Closing Date in the case of (each, a combined, consolidated or unitary Income “Seller Prepared Tax Return”). Each such Seller Prepared Tax Return shall be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Seller shall provide a copy of each such Seller Prepared Tax Return, together with all supporting documentation and workpapers, to Buyer for Buyer’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed) at least thirty (30) days prior to the due date (taking into account all valid extensions) for filing such Seller Prepared Tax Return, and shall consider in good faith any reasonable comments that includes an affiliate of Purchaser which is not being transferred pursuant are provided in writing by Buyer to this AgreementSeller at least five (5) days prior to the due date (taking into account all valid extensions) for filing such Seller Prepared Tax Return. Seller shall pay to Buyer on or before five (5) days prior to the applicable due date (taking into account all valid extensions), any amount shown as due and payable on such Seller Prepared Tax Returns that are Pre-Closing Taxes and Buyer shall timely pay or cause the Company to timely pay all Taxes shown as due on any Seller Prepared Tax Return to the applicable Governmental Authority. (ii) Except as provided in clause Buyer shall prepare and timely file (i) of this Section 9.02(ataking into account all valid extensions), as or shall cause to be prepared and timely filed (taking into account all valid extensions), any and all (A) non-Income Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) the Company for Income Taxes due after the Closing Date for tax periods any taxable period ending on or prior to the Closing Date that are required to be filed after the Closing Date, Seller shall cause WVS-I B.V. and WVS-I US (and their subsidiaries) to prepare and timely file such Tax Returns in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts); provided, however, (A) Seller shall deliver any such Tax Return for any such Income Taxes to Purchaser at least 30 days before it is due (taking all validly-requested extensions into account), (B) Purchaser shall have Tax Returns of the sole discretion Company for any Straddle Period that are required to approve or modify such be filed after the Closing Date (each, a “Buyer Prepared Tax Return by notice given at least five business days before such Tax Return is due and (C) such Return”). Each Buyer Prepared Tax Return shall be filed (prepared in a manner consistent with past custom and practice except as so approved or modified) on otherwise required by applicable Law. Buyer shall provide a timely basis by the applicable party or entity; andcopy of each such Buyer Prepared Tax Return, providedtogether with all supporting documentation and workpapers, further, that Purchaser shall pay to Seller no later than for Seller’s review, comment and consent (not to be unreasonably withheld, conditioned or delayed) at least thirty (30) days prior to the due date (taking into account all valid extensions) for filing such Buyer Prepared Tax Return, and shall consider in good faith any reasonable comments that are provided in writing by Seller to Buyer at least five (5) business days prior to the due date (taking into account all valid extensions) for filing such Buyer Prepared Tax Return. Seller shall pay to Buyer on or before five (5) days prior to the applicable due date (taking into account all valid extensions) any amount shown as due and payable on any such Buyer Prepared Tax Return is due Returns that are Pre-Closing Taxes, and Buyer shall timely pay or cause the amount of Company to timely pay all Taxes shown to be as due on such any Buyer Prepared Tax Return to the extent that such amount exceeds applicable Governmental Authority. (iii) For the amount avoidance of such Taxes reflected on doubt, neither a dollar Seller Prepared Tax Return nor a Buyer Prepared Tax Return includes any Seller Affiliated Group Tax Returns, and Seller shall prepare and file, or cause to be prepared and filed, all Seller Affiliated Group Tax Returns for dollar basis in the calculation of the WVS-I Closing Working Capitalall Tax periods.

Pre-Closing Tax Period Tax Returns. (i) Purchaser For each Company, the Sellers, at their sole cost and expense, shall be required to prepare and timely file (or cause to be prepared on behalf of such Company all Tax Returns required to be filed by or on behalf of such Company for all Tax periods that end on or before the Closing Date and the Buyer, if requested by the Sellers, shall cause such Company to execute and timely filed) the following file all such Tax Returns on a basis consistent with existing procedures for preparing Returns. All such Tax Returns shall be prepared in a manner consistent with the tax accounting methods and pay Taxes shown as due thereon: principles that such Company used in its prior Tax years to report to the relevant Taxing Authority, unless otherwise required by Law. The Sellers shall provide the Buyer with substantially final drafts of each such Tax Return at least thirty (A30) all Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due on or days prior to the Closing Date due date (taking all validly-requested including available extensions into accountof time to file) and (B) all Income for such Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due after Return. The Buyer shall provide any written comments to the Closing Date in Sellers’ Representative that the case of a combined, consolidated or unitary Income Buyer may have to any such draft Tax Return that includes within ten (10) days of the receipt of such draft Tax Return, and the Buyer and the Sellers’ Representative shall consult and resolve in good faith any disputes. The Buyer shall timely pay or cause to be paid all Taxes imposed on each Company for all Pre‑Closing Tax Periods, and the payment for such Taxes (net of any such Taxes which resulted in an affiliate of Purchaser which is not being transferred pursuant adjustment to this Agreement. (ii) Except as provided in clause (i) of this Section 9.02(a)the Net Cash Purchase Price, as to any Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) for Income Taxes due after the Closing Date for tax periods ending on or prior to the Closing Date, Seller shall cause WVS-I B.V. and WVS-I US (and their subsidiaries) to prepare and timely file such Tax Returns in accordance with past practice finally determined (to the extent of such past practice is consistent with Applicable Law and the applicable factsadjustment); provided, however, (A) Seller shall deliver any such Tax Return for any such Income Taxes to Purchaser at least 30 days before it is due (taking all validly-requested extensions into account), (B) Purchaser shall have the sole discretion to approve or modify such Tax Return by notice given at least five business days before such Tax Return is due and (C) such Tax Return shall be filed (as so approved or modified) on a timely basis funded by the applicable party or entity; and, provided, further, that Purchaser shall pay Sellers via a payment to Seller such Company by the Sellers no later than the day which is the earlier of (i) five (5) business days before Business Days after the Buyer or such Company provides notice to the Sellers’ Representative of the upcoming Tax Return is due payment obligation (including the amount of the Tax obligation and the day such Taxes shown are to be due on such Tax Return to paid) and (ii) three (3) Business Days before the extent that such amount exceeds day the amount payment of such Taxes reflected on a dollar is required to be made by such Company. The Sellers’ Representative may request that the Buyer cause to be filed amended Tax Returns of any Company for dollar basis any Pre‑Closing Tax Period (including any Straddle Period) and file for refunds in connection therewith, at the calculation sole cost of the WVS-I Closing Working CapitalSellers and consistent with the procedures set forth in this Section 8.1(b) and Section 8.1(c), and the Buyer shall not unreasonably deny such request.

Pre-Closing Tax Period Tax Returns. (i) Purchaser The Sellers’ Representative shall prepare and timely file (or cause to be prepared and timely filed) file each Tax Return to be filed by or on behalf of the following Tax Returns on a basis consistent with existing procedures for preparing such Tax Returns Company and pay Taxes shown as due thereon: (A) all Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due on or prior to the Closing Date (taking all validly-requested extensions into account) and (B) all Income Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) due its Subsidiaries after the Closing Date which applies to any Pre-Closing Tax Period. The Sellers’ Representative shall use commercially reasonable efforts to deliver to Parent, no later than thirty (30) days (or in the case of a combinedincome Tax Returns, consolidated or unitary Income Tax Return that includes an affiliate of Purchaser which is not being transferred pursuant to this Agreement. forty-five (ii45) Except as provided in clause (idays) of this Section 9.02(a), as to any Tax Returns of WVS-I B.V. and WVS-I US (and their subsidiaries) for Income Taxes due after the Closing Date for tax periods ending on or prior to the Closing Datedue date for filing (or such shorter period agreed to by the Sellers’ Representative and Parent), Seller shall cause WVS-I B.V. and WVS-I US (and their subsidiaries) to prepare and timely file such Tax Returns in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts); provided, however, (A) Seller shall deliver any such Tax Return for any such Income Taxes to Purchaser at least 30 days before it is due (taking all validly-requested extensions into account)in final form, (B) Purchaser shall and Parent will have the sole discretion right to approve or modify review and comment on each such Tax Return by notice given at least five business days before and will make such Tax Return is due and (C) such Tax Return shall be filed (as so approved or modified) on a timely basis by the applicable party or entity; and, provided, further, that Purchaser shall pay revisions to Seller no later than five (5) business days before such Tax Return is due the amount of Taxes shown to be due on such Tax Return to the extent that relating to a Pre-Closing Tax Period as are reasonably requested by Parent, if received at least five (5) days (or, in the case of income Tax Returns, twenty (20) days) prior to the due date for filing (or such amount exceeds later date agreed to by the amount Sellers’ Representative and Parent). If Parent does not deliver to the Sellers’ Representative its dispute (described in the previous sentence) within the permitted time periods (as described in the previous sentence), then the relevant Tax Return shall be deemed to be finally determined and the Sellers’ Representative shall be entitled to file such Tax Return. If Parent does deliver its dispute to the Sellers’ Representative within the requisite time period, the Sellers’ Representative and Parent agree to consult and to resolve in good faith any issue arising as a result of the review of such Tax Returns and to mutually consent to the filing of such Tax Returns as promptly as possible. To the extent required by the terms of Sections 9.1(e) and 10.4(c) of this Agreement, payable from the Escrowed Amount remaining in escrow at the time a claim is properly made as described in Section 9.6(b) of this Agreement, the Buyer Indemnified Parties shall be entitled to receive as indemnity any Taxes reflected shown as due by the Company and its Subsidiaries on the Tax Returns described in this Section 10.4(a) (and excluding such Taxes included as a dollar for dollar basis liability in the calculation of the WVSWorking Capital Amount and net operating losses deductible against the income giving rise to any Pre-I Closing Working CapitalTaxes). No Buyer Indemnified Party shall be entitled to any indemnification under Sections 9.1(e) and 10.4(c) of this Agreement with respect to any Tax Claim arising in connection with any amendment of any Tax Return of the Company or any Subsidiary for any Pre-Closing Tax Period or any Straddle Period, or the making of any Tax election that has retroactive effect to any Pre-Closing Tax Period, in each case absent the prior written consent of the Sellers’ Representative with respect to such amendment or election and as otherwise in accord with Sections 10.4 and 10.5 herein.