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

Pre-Closing Tax Period Tax Returns. The Company Entities shall, at the Company’s expense, prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company Entities for all taxable periods ending on or before the Closing Date and which are due on or before the Closing Date and the Company Entities shall pay or cause to be paid all Taxes with respect to such periods. The Surviving Corporation shall prepare or cause to be prepared all Income Tax Returns for the Company Entities for all taxable periods ending on or prior to the Closing Date and which are due after the Closing Date (each such Tax Return a “Post-Closing Company-Prepared Income Tax Return”). All Tax Returns referred to in this Section 8.14(c) shall 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 to the Stockholder Representative at least thirty (30) days prior to the due date for such Tax Return (including extensions). The Surviving Corporation shall consider in good faith any reasonable comments provided by the Stockholder Representative and, with the cooperation of the Stockholder Representative, Purchaser shall timely file or cause to be filed such Post-Closing Company-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) 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 expected to adversely affect the Company Stockholders.

Pre-Closing Tax Period Tax Returns. The Company Entities shall, at the Company’s expense, Seller shall prepare or cause to be prepared and timely file or cause to be timely filed (if still possible) all Pre-Closing Tax Period Tax Returns for of the Company Entities for all taxable periods ending on or before the Closing Date Taiwan Owner and KTC, which are due on or before the Closing Date and the Company Entities shall pay or cause to be paid all Taxes with respect to such periods. The Surviving Corporation shall prepare or cause to be prepared all Income Tax Returns for the Company Entities for all taxable periods ending on or prior to the Closing Date and which are due after the Closing Date (each such Tax Return a “Post-Closing Company-Prepared Income Tax Return”). All Tax Returns referred to in this Section 8.14(c) shall be prepared in accordance with past practices and customs (unless the Buyer reasonably determines (subject, if Seller disputes that determination, to resolution pursuant to the dispute 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, 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 Company Entities, unless otherwise required by applicable LawTaiwan Owner or KTC. The Surviving Corporation Seller shall submit each Postprovide to the Buyer drafts of any Pre-Closing Company-Prepared Income Tax Return to the Stockholder Representative Period Tax Returns at least thirty ten (3010) days Business Days prior to the due date filing deadline for the Buyer’s review, comment and approval (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 Return (including extensions). The Surviving Corporation Returns shall consider in good faith any reasonable comments provided by the Stockholder Representative and, with the cooperation of the Stockholder Representative, Purchaser shall timely file or cause to be filed such Post-Closing Company-Prepared Income Tax Return. Notwithstanding anything herein resolved pursuant to the contrarydispute resolution procedure in Section 10.11 below. For avoidance of doubt, but subject to it is understood that the Tax Matters Agreement, Seller shall be responsible for and shall indemnify the obligations of the Surviving Corporation Buyer and Purchaser pursuant to this Section 8.14(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 its Affiliates for any Taxes with respect to a Pre-Closing Tax Period regardless of whether the non-payment of such Tax or non-filing of a Pre-Closing Tax Period Tax Return has been disclosed on the Disclosure Schedules or whether the Buyer was aware of such Tax or was disclosed information that if set forth on the Disclosure Schedules would have resulted in no breach of any actions representation or filings that would reasonably be expected warranty, unless and to adversely affect the Company Stockholdersextent those Taxes are taken into account in computing Net Working Capital on the Final Statement of Working Capital.

Pre-Closing Tax Period Tax Returns. The Company Entities shallshall prepare and file, at the Company’s expense, prepare or cause to be prepared and timely file or cause to be timely filed (and, if applicable, Acquiror shall reasonably cooperate in filing), at the cost and expense of the Company, (i) all Tax Returns for of the Company Entities and its Subsidiaries for all any taxable periods ending on or before the Closing Date and which are due on or before the Closing Date and the Company Entities shall pay or cause to be paid all Taxes with respect to such periods. The Surviving Corporation shall prepare or cause to be prepared all Income Tax Returns for the Company Entities for all taxable periods period ending on or prior to the Closing Date and which 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 such Tax Return a items described in (i) and (ii), collectively, the “Post-Closing Company-Company Prepared Income Tax ReturnReturns”). All Tax Returns referred to in this Section 8.14(c) Each Company Prepared Return shall be prepared in accordance a manner consistent with past practices of the Company Entitiesthat represent at least “more likely than not” reporting positions, unless except as otherwise required by applicable LawLaw or this Agreement. The Surviving Corporation Each Company Prepared Return filed after the Closing Date (taking into account applicable extensions) shall submit each Post-Closing Company-Prepared Income Tax Return be submitted to the Stockholder Equityholder Representative at least thirty (30) for review no later than 30 days prior to the due date for filing such Tax Return (including taking into account applicable extensions). The Surviving Corporation If the due date of any such Income Tax Return is within 30 days following the Closing Date, such Income Tax Return shall consider be submitted to the Equityholder Representative for review as promptly as reasonably practicable prior to filing. To the extent a Company Prepared Tax Return that is an Income Tax Return is prepared in good faith any reasonable comments provided by the Stockholder Representative and, a manner inconsistent with the cooperation past practices of the Stockholder RepresentativeCompany that represent at least “more likely than not” reporting positions, Purchaser such Company Prepared Tax Return shall timely file or cause to be filed such Post-Closing Company-Prepared Income Tax Return. Notwithstanding anything herein to the contrary, but subject to the Tax Matters AgreementEquityholder Representative’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). Acquiror shall incorporate all reasonable comments received from the obligations Equityholder Representative, to the extent such comments are consistent with past practices of the Surviving Corporation 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. No filed Company Prepared Return may be amended after the Closing without the prior written consent of Acquiror and Purchaser pursuant to this Section 8.14(d) shall expire at the time the Indemnity Share Amount is reduced to zero (including pursuant to Sections 11.1(b) or 11.2); providedEquityholder Representative, however, that such obligations which consent shall not expire with respect to any actions be unreasonably withheld, conditioned or filings that would reasonably be expected to adversely affect the Company Stockholdersdelayed.

Pre-Closing Tax Period Tax Returns. The Company Entities shall, at the Company’s expense, prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company Entities for all taxable periods ending on or before the Closing Date and which are due on or before the Closing Date and the Company Entities shall pay or cause to be paid all Taxes with respect to such periods. The Surviving Corporation shall prepare or cause to be prepared all Income Tax Returns for the Company Entities for all taxable periods ending on or prior to the Closing Date and which are due after the Closing Date (each such Tax Return a “Post-Closing Company-Prepared Income Tax Return”). All Tax Returns referred to in this Section 8.14(c) shall 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 to the Stockholder Representative at least thirty (30) days prior to the due date for such Tax Return (including extensions). The Surviving Corporation shall consider in good faith any reasonable comments provided by the Stockholder Representative and, with the cooperation of the Stockholder Representative, Purchaser shall timely file or cause to be filed such Post-Closing Company-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) ). 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 expected to adversely affect the Company Stockholders.