Common use of Pre-Closing Tax Returns Clause in Contracts

Pre-Closing Tax Returns. Seller shall cause to be prepared and filed, at Seller’s expense, all Tax Returns for the Acquired Companies which are to be filed after the Closing Date (giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared in all material respects in accordance with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than thirty (30) days prior to the date such Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i)).

Pre-Closing Tax Returns. Seller The parties hereto acknowledge that as a result of the Mergers, the separate existence of Invesat will cease, and agree to treat the date hereof as the last day of the taxable period of Invesat for U.S. federal (and applicable state and local) income Tax purposes. Antares (at its sole cost and expense) shall prepare or cause to be prepared and filed, at Seller’s expense, timely file or cause to be timely filed all Tax Returns for the Acquired Companies which are to be filed after the Closing Date (giving effect to any properly obtained extension) of Invesat for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for taxable period ending on or prior to the Acquired Companies date of the First Effective Time (the “Pre-Closing Tax ReturnInvesat Returns”) ). All such Pre-Closing Invesat Returns shall be prepared and filed in all material respects in accordance a manner consistent with applicable Tax Law and the past practice of Invesat, unless otherwise required by applicable Laws. Antares shall submit each of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than Invesat Returns to AST Holdings at least thirty (30) days prior to the due date such Pre-Closing Tax Return is due (giving effect to taking into account any properly obtained extensionextensions) for the applicable Purchaser’s AST Parties’ review, comment, and Seller approval (such approval not to be unreasonably withheld, conditioned, or delayed) and Antares shall consider reflect all reasonable comments from the AST Parties on such Invesat Tax Returns. If Anatares and the AST Parties are unable to agree on any of the AST Parties’ comments, such parties shall negotiate in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax Return. None of the Purchasers or any of and use their respective Affiliates commercially reasonable efforts to resolve such items and, if they are unable to resolve such dispute, such dispute shall filebe resolved by a nationally recognized independent accounting firm reasonably acceptable to all such parties, amend or otherwise modify acting as an expert and not an arbitrator, for resolution on at least a “should” basis and such firm’s determination shall be final. Following the Closings, the AST Parties shall reasonably cooperate, and shall cause their direct and indirect subsidiaries to reasonably cooperate, with Antares (including, for the avoidance of doubt, by providing any relevant information) to the extent reasonably requested by Axxxxxx in connection with the preparation and filing of any Pre-Closing Invesat Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i))Returns.

Pre-Closing Tax Returns. Seller Purchaser shall (at Purchaser’s expense) prepare and file, or cause to be prepared and filed, at Seller’s expense, all Tax Returns for the Acquired Companies which are required to be filed after the Closing Date (giving effect to by any properly obtained extension) Fluids Entity for any a Pre-Closing Tax Period. All Period or a Straddle Period that are due after the Closing Date, taking into account any applicable extensions (such Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (Returns, “Pre-Closing Tax ReturnReturns”) shall be prepared in all material respects in accordance with applicable ). To the extent a Pre-Closing Tax Law and the past practice of the Acquired Companies in filing their Return reflects Pre-Closing Reorganization Taxes or Specified Tax Returns. Seller shall provide OpCo Purchaser (with respect Liabilities or to the OpCo Acquired Companies) and PropCo Purchaser (with respect extent a Pre-Closing Tax Return has a due date prior to the PropCo Acquired Companiesdate on which the Adjustment Amount is finally determined pursuant to Section 2.05, (i) with a copy of Purchaser shall cause each Pre-Closing Tax Return no later than thirty to be prepared in a manner consistent with the past practices of the applicable Fluids Entity unless otherwise required under applicable Law, including as may be necessary to comply with applicable Law in respect of the State and Local Payroll Specified Tax Liability and the State and Local Unclaimed Property Specified Tax Liability in the State of Delaware, (30ii) Purchaser shall deliver to Seller for its review and reasonable comment, at least twenty (20) days prior to the due date (taking into account any applicable extensions) for the filing of such Pre-Closing Tax Return is due (giving effect other than any Pre-Closing Tax Returns relating to any properly obtained extension) for sales, use, payroll, or other non-income Taxes that are required to be filed contemporaneously with, or promptly after, the applicable Purchaser’s reviewclose of a taxable period, and in each case a copy of which will be provided to Seller shall consider in good faith any comments provided by Purchaser at the time of filing such Purchaser with respect to Tax Return), a draft copy of such Pre-Closing Tax Return. None , and shall make available to Seller any additional information that Seller may reasonably request, and (iii) Purchaser shall incorporate any reasonable comments submitted by Seller at least ten (10) days prior to the due date of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any such Pre-Closing Tax Return or Straddle Period (taking into account any applicable extensions). The Parties agree that (i) this Section 6.01(c) is intended to solely address the preparation and filing of Pre-Closing Tax Return Returns and (except ii) nothing within this Section 6.01(c) shall be interpreted as provided for under altering the manner in which Taxes are allocated and economically borne by the Parties. For the avoidance of doubt, this Section 18(c)6.01(c) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), apply to the extent any such filing, amendment or other modification would reasonably be expected to result in a Non-Fluids Subsidiary Consolidated Group Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i))Return.

Pre-Closing Tax Returns. (a) The Seller Representatives shall prepare and timely file, or cause to be prepared and timely filed, at Seller’s expensewith the relevant Taxing Authorities all federal, all state, local and non-U.S. income Tax Returns for the Acquired Companies which are with respect to be filed after the Closing Date (giving effect to any properly obtained extension) for any Pre-Closing Tax Period that is not part of a Straddle Period, and Sellers shall remit or cause to be remitted to the appropriate Taxing Authority any Taxes due in respect of such Tax Returns. A copy of such federal, state, local and non-U.S. income Tax Returns shall be submitted to the Buyer prior to the applicable due date, including extensions, and the Sellers shall in good faith take into consideration such revisions as are reasonably requested by the Buyer. Buyer shall file or cause to be filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to the any Acquired Company after the Closing Date and Buyer shall remit or cause to be remitted to the appropriate Taxing Authority any Taxes due in respect of such Tax Returns. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall that are required to file or cause to be prepared in all material respects filed in accordance with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser this paragraph (a) with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than thirty (30) days prior to the date such Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return Period or Straddle Period shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods used in preparing and filing similar Tax Returns in prior periods (including positions, elections or methods that would have the effect of deferring income to periods ending after the Closing Date or accelerating deductions to periods ending on or before the Closing Date). (b) Sellers or Buyer shall reimburse the other party the Taxes for which Sellers or Buyer is liable pursuant to paragraph (a) of this Section 8.9.7 but which are remitted in respect of any Tax Return to be filed by the other party pursuant to this paragraph (except b) upon the written request of the party entitled to reimbursement setting forth in detail the computation of the amount owed by Sellers or Buyer, as provided the case may be, but in no event earlier than 10 days prior to the due date for under Section 18(c)) without obtaining paying such Taxes. For the prior written consent avoidance of Seller (which doubt, such consent reimbursement obligations shall not be unreasonably withheld, conditioned or delayed), subject to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the limitations on indemnification obligations set forth in Section 18(a)(i))10.4.

Pre-Closing Tax Returns. Seller Acquiror shall prepare and timely file (or cause to be prepared and timely filed, at Seller’s expense, ) all Tax Returns for of the Acquired Companies which are for Pre-Closing Tax Periods required to be filed after the Closing Date Date, and shall timely remit (giving effect or cause to any properly obtained extensionbe timely remitted) for to the appropriate Governmental Entity all Taxes reflected on such Tax Returns. To the extent such Tax Returns relate in whole or in part to any Pre-Closing Tax Period. All , such Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared in all material respects in accordance consistent with applicable Tax Law and the past practice practices of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser Company, provided (1) such past practices reflect at least a “more likely than not” position (if such position is available), and (2) this limitation does not apply to changes made to reporting practices with respect to Transfer Pricing Matters, or to any reasonably appropriate correlative changes made in connection with such Transfer Pricing Matters. Acquiror shall provide the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) Securityholders’ Agent with a copy of each Pre-Closing such proposed income and other material Tax Return no later than thirty for review and comment for a reasonable period prior to the filing of such Tax Return (30) which, in the case of income Tax Returns shall be at least 20 days prior to the date such Pre-Closing due date, taking into account any validly obtained extensions of time to file); provided that any failure or delay in providing any Tax Return is due (giving effect to the Securityholders’ Agent shall not relieve the Company Stockholders of any properly obtained extension) for indemnification obligations with respect to such Tax Return except to the applicable Purchaser’s reviewextent the Company Stockholders are actually prejudiced as a result thereof. Except in respect of the Transfer Pricing Matters, and Seller Acquiror shall consider in good faith any comments provided reasonable changes requested by such Purchaser the Securityholders’ Agent with respect to such Pre-Closing any Tax Return. None Returns of the Purchasers Acquired Companies for (i) any taxable periods ending on or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent Closing Date, or (ii) with respect to a Straddle Period, the portion of any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to taxable period ending on the indemnification obligations set forth in Section 18(a)(i))Closing Date.

Pre-Closing Tax Returns. Seller shall Except as otherwise provided in this Section 5.02(d), at the direction and control of the Sellers’ Representative, the Company will cause Xxxxxxx Xxxxx to timely prepare or cause to be prepared and filed, at Seller’s expense, file or cause to be filed all Tax Returns for the Acquired Companies which are Company for all taxable periods ending on or prior to be filed after the Closing Date (giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax ReturnReturns”) ). Sellers will be responsible for the payment of fees to Xxxxxxx Xxxxx to prepare the Pre-Closing Tax Returns. All such Pre-Closing Tax Returns shall be prepared in all material respects in accordance with applicable Tax Law and the consistent with past practice of the Acquired Companies in filing their Tax Returnspractices. Seller The Sellers’ Representative shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no to Buyer not later than thirty (30) days prior to before the due date for such Pre-Closing Tax Return is due (giving effect for Buyer’s approval, which approval shall be granted unless Buyer reasonably determines that filing such Tax Returns as prepared by Sellers’ Representative would subject Buyer or the Company to any properly obtained extension) for penalties. For the applicable Purchaser’s reviewavoidance of doubt, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax ReturnReturns will include all deductions related to all items of compensation for services to the Company and withholding Tax attributable thereto to the extent accrued on or prior to the Closing. None of In the Purchasers event that Buyer reasonably determines that a Pre-Closing Tax Return not previously filed is required to be filed or any of their respective Affiliates shall filethat a previously filed Pre-Closing Tax Return is required by applicable Law to be amended, amend or otherwise modify any and that failure to file such Pre-Closing Tax Return or Straddle Period such amendment would subject Buyer or the Company to penalties, Buyer shall prepare or cause to be prepared and file or cause to be filed such Pre-Closing Tax Return (except as provided or amendment. Such Pre-Closing Tax Return or amendment shall be prepared by Buyer in accordance with applicable Law and in consultation with the Sellers’ Representative with respect to the items contained in such Pre-Closing Tax Return or amendment. Buyer shall provide such Pre-Closing Tax Return or PR01/ 1471369.15 amendment to the Sellers’ Representative prior to filing for under Section 18(c)) without obtaining the prior written consent of Seller (Sellers’ Representative’s approval, which such consent approval shall not be unreasonably withheld, conditioned or delayed), . Buyer will cause each Pre-Closing Tax Return or amendment approved by Buyer to be signed by an appropriate officer of the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i))Company.

Pre-Closing Tax Returns. Seller The Sellers shall prepare and timely file or cause to be prepared and filed, at Seller’s expense, timely filed all Tax Returns for required or permitted to be filed by the Acquired Companies which are Subsidiaries on or prior to the Closing Date and all income Tax Returns of the Acquired Subsidiaries required to be filed with respect to taxable periods ending on or before the Closing Date (the “Pre-Closing Returns“). The Pre-Closing Returns shall be prepared, where relevant, in a manner consistent with the Companies’ past practices except as otherwise required by applicable law. The Sellers shall allow the Buyers the opportunity to review and comment on the Pre-Closing Returns to be filed after the Closing Date (giving effect date hereof for a reasonable period prior to any properly obtained extension) for any Pre-Closing Tax Periodthe intended filing date. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) The Sellers shall timely pay or cause to be timely paid and shall be prepared in responsible for all material respects in accordance with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (Taxes due with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Returns. The Buyers shall cause all other Tax Returns of the Acquired Subsidiaries required to be prepared and filed following the Closing Date and shall pay all Taxes shown thereon, without regard to whether any such Tax Return that includes a period beginning on or prior to the Closing Date to be timely prepared and filed(the “Straddle Period Returns“). The Buyers shall deliver such return (and a calculation of the portion of the Taxes shown on such return that are apportioned, as determined in Section 5.11(b), to the portion of the Tax period ending on the Closing Date) to the Sellers, for review and comment, a reasonable period prior to the applicable filing deadline for such return and shall make changes to such Straddle Period Returns as reasonably requested by the Stockholder no later than thirty (30) 21 days prior to the date filing deadline of such Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i))Return.

Pre-Closing Tax Returns. Seller Sellers shall cause to be prepared prepare and filedfile, at Seller’s expenseon a basis consistent with past practice, all Tax Returns for that relate to or include the Acquired Companies which Company or any of its Subsidiaries and are required to be filed after the Closing Date (giving effect with respect to any properly obtained extension) for taxable period of the Company or any of its Subsidiaries that is a Pre-Closing Tax Period. All Sellers shall pay, or cause to be paid, all Taxes shown as due thereon. Except where counsel of Sellers determines that a contrary position is required by law, all such Tax Returns for Pre-Closing Tax Periods for of the Acquired Companies (“Pre-Closing Tax Return”) Company shall be prepared in all material respects in accordance a manner reasonably consistent with applicable Tax Law and past practices employed by the past practice of Company to the Acquired Companies in filing their Tax Returnsextent that failing to do so could reasonably be expected to have an adverse effect on Purchasers. Seller Sellers shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than thirty at least twenty (3020) calendar days prior to the date applicable due date, along with supporting work papers, for Purchaser’s review and comment. Seller shall consider any comments of Purchaser in good faith to the extent such comment relates to a position taken by the Seller on such Tax Return that could reasonably be expected to have an adverse effect on Purchasers. Any Tax Return that relates to or includes a Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax Return. None Period of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller Company or any of its Affiliates Subsidiaries prepared by Sellers and required to be filed by the Company after the Closing shall be furnished by Sellers to Purchaser or the applicable Subsidiary, as the case may be, for signature and filing at least twenty (including 20) calendar days prior to the due date for filing such Tax Return (taking into account extensions); provided that signing and filing a Tax Return pursuant to this subsection shall not be considered an acknowledgment that such Tax Return complies with the indemnification obligations set forth in Section 18(a)(i))requirements of this Agreement.

Pre-Closing Tax Returns. Seller shall Purchaser shall, at Purchaser’s expense, prepare or cause to be prepared and filed, at Seller’s expense, all Tax Returns of the Company Entities for all periods ending on or prior to the Acquired Companies which Closing Date that are to be filed due after the Closing Date (giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax ReturnReturns”) ). All Pre-Closing Tax Returns shall be prepared in all material respects in accordance a manner consistent with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect Company Entities, to the OpCo Acquired Companiesextent such past practice complies with applicable Legal Requirements. (i) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no No later than thirty (30) days prior to the due date such (including extensions) for filing the Pre-Closing Tax Return is due (giving effect Returns, Purchaser shall deliver the Pre-Closing Tax Returns to any properly obtained extension) the Stockholders’ Agent for the applicable Purchaser’s review, its review and Seller comment. Purchaser shall consider in good faith any all comments provided reasonably requested by such the Stockholders’ Agent. (ii) Purchaser with respect shall file or cause to such be filed all Pre-Closing Tax Return. None of Returns on or prior to the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any due date (including extensions) for filing the Pre-Closing Tax Return or Straddle Period Returns, and shall timely pay all Taxes due as reflected on the Pre-Closing Tax Return (except Returns. Except as provided for under in Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed7.5(e), Purchaser shall be entitled to reimbursement from the Indemnity Portion of the Escrow Fund for the amount of any Taxes due as reflected on the Pre-Closing Tax Returns to the extent any such filingTaxes are not included or reflected on the Adjustment Calculation Date Balance Sheet, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant provided that such amounts shall remain subject to the indemnification obligations set forth in Section 18(a)(i))rights of Purchaser, the dispute rights of the Stockholders’ Agent and to the dispute resolution provisions of this Agreement.