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

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) 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 or cause to be prepared all other Tax Returns for the Company and its Subsidiaries to be filed after the Closing Date, 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 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. The Sellers shall be responsible for the full amount of Taxes shown due on 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 portion of the Straddle Period ending on the Closing Date, except for any such Taxes included in the calculation of 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.

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 (For 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) 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 filingCompany, the Seller Representative Sellers, at their sole cost and expense, shall provide drafts of such income Tax Returns be required to the Buyer for review and written comments, and the Seller Representative will consider such comments in good faith. The Buyer shall prepare or cause to be prepared on behalf of such Company all other Tax Returns for the Company and its Subsidiaries required to be filed after by or on behalf of such Company for all Tax periods that end on or before the Closing DateDate and the Buyer, andif requested by the Sellers, for any shall cause such Company to execute and timely file all such Tax Returns. All such Tax Returns for shall be prepared in a Straddle Period (manner consistent with the tax accounting methods and 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, 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 filingthe due date (including available extensions of time to file) for such Tax Return. The Buyer shall provide any written comments to the Sellers’ Representative that the Buyer may have to any such draft Tax Return within ten (10) days of the receipt of such draft Tax Return, and the Buyer and the Sellers’ Representative shall consider consult and resolve in good faith Seller Representative’s reasonable comments 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 proposed changes the payment for such Taxes (net of any such Taxes which resulted in an adjustment to the applicable Tax Return(s) Net Cash Purchase Price, as finally determined (if in compliance with Legal Requirements and consistent with to the Company’s past practiceextent of such adjustment). Except as required by Legal Requirements, all Tax Returns described in this Section 8.8.2(a) shall be prepared consistent with past practice. The funded by the Sellers shall be responsible for via a payment to such Company by the full Sellers no later than the day which is the earlier of (i) five (5) Business Days after the Buyer or such Company provides notice to the Sellers’ Representative of the upcoming Tax payment obligation (including the amount of Taxes shown due on any Pre-Closing the Tax Return obligation 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 portion of the Straddle Period ending on the Closing Date, except for any day such Taxes included in the calculation of Working Capital. Within are to be paid) and (ii) three (3) Business Days before the day the payment of Seller Representative’s receipt such Taxes 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 any Pre‑Closing Tax Period (including any Straddle Period) and file for refunds in connection therewith, at the sole cost of the Buyer’s written requestSellers and consistent with the procedures set forth in this Section 8.1(b) and Section 8.1(c), a copy of which will be delivered to the Escrow Agent, the Escrow Agent will pay to and the Buyer the amounts of Taxes for which the Sellers are responsible as described in the proceeding sentenceshall not unreasonably deny such request.

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) 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 or cause to be prepared and timely file (if still possible) all other Pre-Closing Tax Period Tax Returns for of the Company Taiwan Owner and its Subsidiaries KTC, which Tax Returns shall be prepared in accordance with past practices and customs (unless the Buyer reasonably determines (subject, if Seller disputes that determination, to be filed after resolution pursuant to the Closing Datedispute resolution procedure in Section 10.11) that a different treatment of any item is required by any applicable Law). The Seller shall pay all amounts shown on such Tax Returns and any related interest and penalties otherwise due with respect to such Tax Returns that have not been timely filed; provided, and, that Buyer shall promptly reimburse the Seller for any such amounts that were properly reserved or accrued for (other than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) in accordance with past custom and practice of the Taiwan Owner or KTC. The Seller shall provide to the Buyer drafts of any Pre-Closing Tax Period Tax Returns at least ten (10) Business Days prior to the filing deadline for a Straddle Period the Buyer’s review, comment and approval (each which approval shall not be unreasonably withheld), and shall include any revisions reasonably proposed by the Buyer. Any dispute between the Buyer and Seller regarding the content of such Tax ReturnReturns shall be resolved pursuant to the dispute resolution procedure in Section 10.11 below. For avoidance of doubt, a “Straddle Period Tax Return”) or it is understood that are the Seller shall be responsible for and shall indemnify the Buyer and its Affiliates for any Taxes with respect to a Pre-Closing Tax Return Period regardless of whether the Buyer shall provide drafts non-payment 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 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. The Sellers shall be responsible for the full amount or non-filing of Taxes shown due on any a Pre-Closing Tax Return and for the portion of the Taxes shown due on any Straddle Period Tax Return has been disclosed on the Disclosure Schedules or whether the Buyer was aware of such Tax or was disclosed information that are allocable under Section 8.8.4 if set forth on the Disclosure Schedules would have resulted in no breach of any representation or warranty, unless and to the portion of the Straddle Period ending extent those Taxes are taken into account in computing Net Working Capital on the Closing Date, except for any such Taxes included in the calculation Final Statement of 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.

Pre-Closing Tax Period Tax Returns. (a) The Seller Representative shall timely Company Entities shall, at the Company’s expense, prepare or cause to be prepared and timely prepared file or cause to be timely filed all income Tax Returns for the Company and its Subsidiaries Entities for Tax all taxable periods ending on or before the Closing Date and that which are due on or after before 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) 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 Entities shall pay or cause to filing, the Seller Representative shall provide drafts of be paid all Taxes with respect to such income Tax Returns to the Buyer for review and written comments, and the Seller Representative will consider such comments in good faithperiods. The Buyer Surviving Corporation shall prepare or cause to be prepared all other Income Tax Returns for the Company Entities for all taxable periods ending on or prior to the Closing Date and its Subsidiaries to be filed which are due after the Closing Date, and, for any such Tax Returns for a Straddle Period Date (each such Tax Return, Return a “Straddle Period Post-Closing Company-Prepared Income Tax Return”). All Tax Returns referred to in this Section 8.14(c) or that are a Preshall be prepared in accordance with past practices of the Company Entities, unless otherwise required by applicable Law. The Surviving Corporation shall submit each Post-Closing Company-Prepared Income Tax Return the Buyer shall provide drafts of such Tax Returns to the Seller Stockholder Representative for review and written comments at least thirty (30) days prior to filing, and the Buyer due date for such Tax Return (including extensions). The Surviving Corporation shall consider in good faith Seller Representative’s any reasonable comments and proposed changes in provided by the applicable Tax Return(s) (if in compliance with Legal Requirements and consistent Stockholder Representative and, with the cooperation of the Stockholder Representative, Purchaser shall timely file or cause to be filed such Post-Closing Company’s past practice)-Prepared Income Tax Return. Except as required by Legal RequirementsNotwithstanding anything herein to the contrary, all but subject to the Tax Returns described in Matters Agreement, the obligations of the Surviving Corporation and Purchaser pursuant to this Section 8.8.2(a8.14(d) shall expire at the time the Indemnity Share Amount is reduced to zero (including pursuant to Sections 11.1(b) or 11.2); provided, however, that such obligations shall not expire with respect to any actions or filings that would reasonably be prepared consistent with past practice. The Sellers shall be responsible for expected to adversely affect the full amount of Taxes shown due on 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 portion of the Straddle Period ending on the Closing Date, except for any such Taxes included in the calculation of 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 sentenceCompany Stockholders.

Pre-Closing Tax Period Tax Returns. (a) The Seller Representative shall timely Company Entities shall, at the Company’s expense, prepare or cause to be prepared and timely prepared file or cause to be timely filed all income Tax Returns for the Company and its Subsidiaries Entities for Tax all taxable periods ending on or before the Closing Date and that which are due on or after before 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) 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 Entities shall pay or cause to filing, the Seller Representative shall provide drafts of be paid all Taxes with respect to such income Tax Returns to the Buyer for review and written comments, and the Seller Representative will consider such comments in good faithperiods. The Buyer Surviving Corporation shall prepare or cause to be prepared all other Income Tax Returns for the Company Entities for all taxable periods ending on or prior to the Closing Date and its Subsidiaries to be filed which are due after the Closing Date, and, for any such Tax Returns for a Straddle Period Date (each such Tax Return, Return a “Straddle Period Post-Closing Company-Prepared Income Tax Return”). All Tax Returns referred to in this Section 8.14(c) or that are a Preshall be prepared in accordance with past practices of the Company Entities, unless otherwise required by applicable Law. The Surviving Corporation shall submit each Post-Closing Company-Prepared Income Tax Return the Buyer shall provide drafts of such Tax Returns to the Seller Stockholder Representative for review and written comments at least thirty (30) days prior to filing, and the Buyer due date for such Tax Return (including extensions). The Surviving Corporation shall consider in good faith Seller Representative’s any reasonable comments and proposed changes in provided by the applicable Tax Return(s) (if in compliance with Legal Requirements and consistent Stockholder Representative and, with the cooperation of the Stockholder Representative, Purchaser shall timely file or cause to be filed such Post-Closing Company’s past practice-Prepared Income Tax Return. Notwithstanding anything herein to the contrary, but subject to the Tax Matters Agreement, the obligations of the Surviving Corporation and Purchaser pursuant to this Section 8.14(d). Except as required by Legal Requirementsshall expire at the time the Indemnity Share Amount is reduced to zero (including pursuant to Sections 11.1(b). or 11.2); provided, all Tax Returns described in this Section 8.8.2(a) however, that such obligations shall not expire with respect to any actions or filings that would reasonably be prepared consistent with past practice. The Sellers shall be responsible for expected to adversely affect the full amount of Taxes shown due on 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 portion of the Straddle Period ending on the Closing Date, except for any such Taxes included in the calculation of 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 sentenceCompany Stockholders.

Pre-Closing Tax Period Tax Returns. (a) The Seller Representative Company shall timely prepare and file, or cause to be timely prepared and filed (and, if applicable, Acquiror shall reasonably cooperate in filing), at the cost and expense of the Company, (i) all income Tax Returns for of the Company and its Subsidiaries for Tax periods any taxable period ending before on or prior to the Closing Date and that are due on or prior to the Closing Date (taking into account valid extensions) and (ii) all applicable Tax Returns of the Company and its Subsidiaries for any taxable period ending on or prior to the Closing Date and that are due after the Closing Date (each a such items described in (i) and (ii), collectively, the “Pre-Closing Tax ReturnCompany Prepared Returns”). Except as otherwise may be approved by the Buyer, all such income Tax Returns described in the previous sentence must Each Company Prepared Return shall be prepared (i) in accordance with applicable Legal Requirements, and (ii) a manner consistent with the past practices of the Company that represent at least “more likely than not” reporting positions, except as otherwise required by applicable Legal RequirementsLaw or this Agreement. At least thirty Each Company Prepared Return filed after the Closing Date (30taking into account applicable extensions) shall be submitted to the Equityholder Representative for review no later than 30 days prior to filingthe due date for filing such Tax Return (taking into account applicable extensions). If the due date of any such Income Tax Return is within 30 days following the Closing Date, the Seller Representative such Income Tax Return shall provide drafts of such income Tax Returns be submitted to the Buyer Equityholder Representative for review and written commentsas promptly as reasonably practicable prior to filing. To the extent a Company Prepared Tax Return that is an Income Tax Return is prepared in a manner inconsistent with past practices of the Company that represent at least “more likely than not” reporting positions, and such Company Prepared Tax Return shall be subject to the Seller Representative will Equityholder Representative’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). Acquiror shall incorporate all reasonable comments received from the Equityholder Representative, to the extent such comments are consistent with past practices of the Company that represent at least “more likely than not” reporting positions; to the extent such comments are not so consistent, Acquiror shall consider all such reasonable comments in good faith. The Buyer shall prepare or cause to No filed Company Prepared Return may be prepared all other Tax Returns for the Company and its Subsidiaries to be filed amended after the Closing Date, 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 without the Buyer shall provide drafts prior written consent of such Tax Returns to the Seller Representative for review and written comments at least thirty (30) days prior to filing, Acquiror and the Buyer Equityholder Representative, which consent shall consider in 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 Requirementsnot be unreasonably withheld, all Tax Returns described in this Section 8.8.2(a) shall be prepared consistent with past practice. The Sellers shall be responsible for the full amount of Taxes shown due on 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 portion of the Straddle Period ending on the Closing Date, except for any such Taxes included in the calculation of 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 sentenceconditioned or delayed.

Pre-Closing Tax Period Tax Returns. (a) The Seller Sellers’ 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) 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 or cause to be prepared all other and timely file each Tax Returns for Return to be filed by or on behalf of the Company and its Subsidiaries to be filed after the Closing DateDate which applies to any Pre-Closing Tax Period. The Sellers’ Representative shall use commercially reasonable efforts to deliver to Parent, andno later than thirty (30) days (or in the case of income Tax Returns, forty-five (45) days) prior to the due date for any filing (or such shorter period agreed to by the Sellers’ Representative and Parent), such Tax Returns for a Straddle Period (Return in final form, and Parent will have the right to review and comment on each such Tax Return, a “Straddle Period Return and will make such revisions to such Tax Return”) or that are Return to the extent 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 later date agreed to by the 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 Buyer Sellers’ Representative shall provide drafts 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 Seller Representative for review filing of such Tax Returns as promptly as possible. To the extent required by the terms of Sections 9.1(e) and written comments 10.4(c) of this Agreement, payable from the Escrowed Amount remaining in escrow at least thirty (30the time a claim is properly made as described in Section 9.6(b) days prior to filingof this Agreement, and the Buyer Indemnified Parties shall consider in good faith Seller Representative’s reasonable comments be entitled to receive as indemnity any Taxes shown as due by the Company and proposed changes in its Subsidiaries on 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(a10.4(a) (and excluding such Taxes included as a liability in the calculation of the Working Capital Amount and net operating losses deductible against the income giving rise to any Pre-Closing Taxes). No Buyer Indemnified Party shall be prepared consistent entitled to any indemnification under Sections 9.1(e) and 10.4(c) of this Agreement with past practice. The Sellers shall be responsible respect to any Tax Claim arising in connection with any amendment of any Tax Return of the Company or any Subsidiary for the full amount of Taxes shown due on any Pre-Closing Tax Return and for Period or any Straddle Period, or the portion 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 Taxes shown due on any Straddle Period Tax Return that are allocable under Section 8.8.4 Sellers’ Representative with respect to the portion of the Straddle Period ending on the Closing Date, except for any such Taxes included amendment or election and as otherwise in the calculation of 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 sentenceaccord with Sections 10.4 and 10.5 herein.