Common use of Pre-Closing Tax Returns Clause in Contracts

Pre-Closing Tax Returns. Seller shall prepare or cause to be prepared all Tax Returns of the Company required to be filed after the Closing Date for all Pre- Closing Tax Periods (“Pre-Closing Tax Returns”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Not later than 10 days prior to the due date for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period), Seller shall deliver a copy of such Tax Return, together with supporting documentation, to Buyer, for Buyer’s review and reasonable comment. Seller will consider such comments in good faith. Buyer will cause such Pre-Closing Tax Return (as revised by Seller) to be timely filed, will pay all Taxes shown as due and payable on such Pre- Closing Tax Return and will provide a copy of such Pre-Closing Tax Return and evidence of filing to Seller. Not later than three days prior to the due date for payment of Taxes with respect to any Pre-Closing Tax Return, Seller shall pay to Buyer the amount of any Seller Taxes reflected on such Tax Return.

Pre-Closing Tax Returns. Seller shall prepare or Sellers will cause to be prepared all each Tax Returns Return of the Company Pipelogic for a Pre-Closing Tax Period that is required to be filed by Pipelogic after the Closing Date for all Pre- Closing Tax Periods (each, a “Pre-Closing Tax ReturnsReturn”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable LawLegal Requirements. Not At least thirty (30) days (or such shorter period as required to timely file such Tax Returns) prior to the due date for filing such Pre-Closing Tax Return, Sellers will deliver a copy of such Pre-Closing Tax Return, together with all supporting documentation and workpapers, to Buyer for its review and comment. Sellers will revise such Pre-Closing Tax Return to reflect any reasonable comments received from Buyer and, not later than 10 five (5) days prior to the due date for filing any such Pre- Pre-Closing Tax Return (other than a Return, will provide such revised Pre-Closing Tax Return relating to salesBuyer (executed, useas may be required, payroll by any present or other Taxes that is required to be filed contemporaneously with, former authorized owners or promptly after, officers of Pipelogic) for filing by Buyer with the close of a Tax period), Seller shall deliver a copy of such Tax Return, together with supporting documentation, to Buyer, for Buyer’s review and reasonable comment. Seller will consider such comments in good faith. Buyer will cause such Pre-Closing Tax Return (as revised by Seller) to be timely filed, will pay all Taxes shown as due and payable on such Pre- Closing Tax Return and will provide a copy of such Pre-Closing Tax Return and evidence of filing to Sellerappropriate Governmental Authority. Not later than three five (5) days prior to the due date for payment of Taxes with respect to any such Pre-Closing Tax Return, Seller shall Sellers will pay to (or at the direction of) Buyer the amount of any Seller Taxes reflected on with respect to such Pre-Closing Tax Return.

Pre-Closing Tax Returns. Seller shall prepare or cause to be prepared prepared, in a manner consistent with the past practices of the Company, and timely file or cause to be timely filed, all Tax Returns of the Company required to be filed after for any taxable period ending on or before the Closing Date for all Pre- (a “Pre-Closing Tax Periods (Period” and such Tax Returns, “Pre-Closing Tax Returns”)) that are required to be filed on or prior to the Closing Date (taking into account extensions) or that are consolidated, combined, or unitary Tax Returns. Such Seller shall pay (or cause to be paid) to the applicable Tax Authority all taxes shown to be due on any such Tax Return. With respect to any Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Not later (other than 10 consolidated, combined, or unitary Tax Returns), at least 30 days prior to before the due date for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period), Seller shall deliver a copy of such Tax Return, together with supporting documentation, to Buyer, for Buyer’s review and reasonable comment. Seller will consider such comments in good faith. Buyer will cause such Pre-Closing Tax Return (as revised by Seller) to be timely filed, will pay all Taxes shown as due and payable on such Pre- Closing Tax Return and will provide a copy of such Pre-Closing Tax Return and evidence of filing to Seller. Not later than three days prior to the due date for payment of Taxes with respect to any Pre-Closing Tax Return, Seller shall pay will provide a draft copy of such Tax Return to Buyer the amount of for Buyer’s review and comment. Seller shall take into account any Seller Taxes reflected on reasonable changes requested by Buyer before finalizing such Tax Return. Buyer shall not file or amend, or cause the Company to file or amend, any Pre-Closing Tax Return of the Company without the prior written consent of Seller, if such amendment would increase taxes for which Seller is liable pursuant to Section 12.2; provided, that Seller’s consent shall not be unreasonably withheld, delayed or conditioned.

Pre-Closing Tax Returns. Seller shall (i) Sellers will prepare or cause to be prepared and file on a timely basis, all federal, state, and local income Tax Returns of with respect to the Company required to be filed after Companies for taxable periods ending on or before the Closing Date for all Pre- Closing Tax Periods (“Pre-Closing Tax ReturnsPeriods”)) that are not filed on or before the Closing Date. Such All such Tax Returns shall be filed in accordance with the past practices of the Companies unless contrary to applicable Law. Sellers shall include on the Tax Returns for the Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to Periods the extent otherwise required by income of the Companies for all applicable Law. Not later than 10 days prior to the due date for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating Periods. Sellers (i) will submit all such Tax Returns (including all attachments thereto) to salesBuyer for its review at least thirty (30) days prior to filing and accept all comments of Buyer that are reasonable, useand (ii) will, payroll or other Taxes that is required promptly after filing, forward to be filed contemporaneously withBuyer a true, or promptly after, the close of a Tax period), Seller shall deliver a correct and complete copy of such filed Tax Return, together Returns (including all attachments thereto) and proof of payment of the subject Taxes. Sellers shall pay all fees and expenses associated with supporting documentation, to Buyer, preparing the income Tax Returns for Buyer’s review and reasonable comment. Seller will consider such comments in good faith. Buyer will cause such the Pre-Closing Tax Return Periods. (as revised by Sellerii) Buyer will cause the Companies to be prepare and file on a timely filedbasis, will pay (a) all Taxes shown as due and payable on such Pre- Closing non-income Tax Return and will provide a copy of such Returns for the Pre-Closing Tax Return Period and evidence of filing to Seller. Not later than three days prior to (b) all Tax Returns for Tax periods beginning before and ending after the due date for payment of Taxes with respect to any Pre-Closing Date (“Straddle Tax Return, Seller shall pay to Buyer the amount of any Seller Taxes reflected on such Tax ReturnPeriod”).

Pre-Closing Tax Returns. Seller shall prepare or cause to be prepared each Tax Return of Medegen for all Tax Returns of the Company required to be filed after taxable periods ending on or before the Closing Date for all Pre- Closing Tax Periods (a “Pre-Closing Tax ReturnsReturn”). Such Pre-Closing Tax Returns Return shall be prepared on a basis consistent with past practice practices, except to the extent otherwise required by applicable Lawa change in Applicable Law affecting such Pre-Closing Tax Return. Not later than 10 thirty (30) days prior to the due date for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period)Return, Seller shall deliver a copy of such Pre-Closing Tax Return, together with all supporting documentationdocumentation and workpapers, to Buyer, Buyer for Buyer’s its review and reasonable comment. Seller will consider such comments in good faith. Buyer will shall cause such Pre-Closing Tax Return (as revised by Sellerto incorporate Buyer’s reasonable comments) to be timely filed, will pay all Taxes shown as due and payable on such Pre- Closing Tax Return filed and will provide a copy of such Pre-Closing Tax Return and evidence of filing to Seller. Not later than three five (5) days prior to the due date for payment of Taxes with respect to any Pre-Closing Tax Return, Seller shall pay to Buyer the amount of any Seller Taxes reflected Tax shown as due on such Pre-Closing Tax Return, taking into account any credits and estimated or advance payments of Taxes; provided, however, that, in the event such Pre-Closing Tax Return shows a refund or credit of Taxes, Buyer shall elect to receive a refund (and not a credit) and shall pay such amount to Seller not later than five (5) days following the receipt by Buyer of the Tax refund.

Pre-Closing Tax Returns. Seller shall prepare or The Sellers will cause to be prepared all each Tax Returns Return of the Company required to be filed after the Closing Date for all Pre- a Pre-Closing Tax Periods Period (each, a “Pre-Closing Tax ReturnsReturn”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Not later than 10 At least 30 days prior to the due date for filing any such Pre- Pre-Closing Tax Return, the Sellers will deliver a copy of such Pre-Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period)Period, Seller shall deliver for which a copy of shall be delivered to Buyer contemporaneously with such Tax Returnfiling), together with all supporting documentationdocumentation and workpapers, to Buyer, Buyer for Buyer’s its review and reasonable comment. Seller The Sellers will consider such comments in good faith. Buyer will cause revise such Pre-Closing Tax Return (as revised by Seller) to be timely filedreflect any reasonable comments received from Buyer and, will pay all Taxes shown as not later than five days prior to the due and payable on such Pre- Closing Tax Return and will provide a copy of date for filing such Pre-Closing Tax Return, will provide such revised Pre-Closing Tax Return and evidence to Buyer (executed, as may be required, by any present or former authorized owners or officers of Company) for filing to Sellerby Buyer with the appropriate Governmental Authority. Not later than three five days prior to the due date for payment of Taxes with respect to any such Pre-Closing Tax Return, Seller shall the Sellers will pay to (or at the direction of) Buyer the amount of any Seller Taxes reflected on with respect to such Pre-Closing Tax Return.

Pre-Closing Tax Returns. Seller shall prepare or cause to be prepared prepared, in a manner consistent with the past practices of Seller and the Group Companies, and timely file or cause to be timely filed, all Tax Returns of the Company Group Companies for any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period” and such Tax Returns, “Pre-Closing Tax Returns”) that are required to be filed on or prior to the Closing Date or that are consolidated, combined, or unitary Tax Returns. Seller shall pay (or cause to be paid) to the applicable Tax Authority all taxes shown to be due on any Pre-Closing Tax Return. With respect to any Pre-Closing Tax Returns required to be filed after the Closing Date for all Pre- Closing Tax Periods (“Pre-Closing other than consolidated, combined, or unitary Tax Returns”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Not later than 10 , at least 60 days prior to before the due date for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period), Seller shall deliver a copy of such Tax Return, together with supporting documentation, to Buyer, for Buyer’s review and reasonable comment. Seller will consider such comments in good faith. Buyer will cause such Pre-Closing Tax Return (as revised by Seller) to be timely filed, will pay all Taxes shown as due and payable on such Pre- Closing Tax Return and will provide a copy of such Pre-Closing Tax Return and evidence of filing to Seller. Not later than three days prior to the due date for payment of Taxes with respect to any Pre-Closing Tax Return, Seller shall pay will provide a draft copy of such Tax Return to Buyer the for Buyer’s review and comment. Seller shall take into account any reasonable changes requested by Buyer before finalizing such Tax Return. Seller shall provide a final copy of such Tax Return for filing together with an amount of equal to any Seller Taxes reflected taxes shown to be due on such Tax Return, and Buyer shall thereafter cause the Group Company to execute and timely file such Tax Returns and shall timely remit any taxes payable with respect to such Tax Return. Buyer shall not file or amend, or cause any Group Company to file or amend, any Pre-Closing Tax Return of such Group Company without the prior written consent of Seller; provided, that Seller’s consent shall not be unreasonably withheld, delayed or conditioned.

Pre-Closing Tax Returns. Seller Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, (taking into account all valid extensions) any and all Tax Returns of each Company Group Member (and, if applicable, each Joint Venture Entity) covering a Tax period ending on or before the Company Closing Date that are required to be filed after the Closing Date for all Pre- Closing Tax Periods (each, a “Pre-Closing Tax ReturnsReturn”). Such , and each such Pre-Closing Tax Returns Return shall be prepared on in a basis manner consistent with past custom and practice except to the extent as otherwise required by applicable Law. Not later than 10 Sellers shall provide a copy of each such Pre-Closing Tax Return, together with all supporting documentation and workpapers to Purchaser for Purchaser’s review and comment at least thirty (30) days prior to the due date (taking into account all valid extensions) for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period), Seller shall deliver a copy of such Tax Return, together with supporting documentation, to Buyer, for Buyer’s review and reasonable comment. Seller will consider such comments in good faith. Buyer will cause such Pre-Closing Tax Return Return. Purchaser shall provide any reasonable comments in writing to Sellers at least five (as revised by Seller5) Business Days prior to be timely filed, will pay the due date (taking into account all Taxes shown as due and payable on such Pre- Closing Tax Return and will provide a copy of valid extensions) for filing such Pre-Closing Tax Return and evidence of Return, which Sellers shall take into consideration in good faith prior to filing to Sellersuch Pre-Closing Tax Return. Not later than three five (5) days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Tax ReturnPeriod, Seller Sellers shall pay to Buyer Purchaser or to the appropriate Governmental Authority the amount of any Seller Pre-Closing Taxes reflected on with respect to such Tax Return.