Common use of Preparation and Filing of Tax Returns; Payment of Taxes Clause in Contracts

Preparation and Filing of Tax Returns; Payment of Taxes. (a) For any period ending on or before Closing, PKI shall submit the Tax Returns for PKI Indonesia (and such additional information regarding such Tax Returns as may reasonably be requested by Buyer) to Buyer (and PKI Indonesia) for filing at least twenty (20) business days in advance of the due date of such filing to allow Buyer and PKI Indonesia to review, comment, and object to such Tax Return based on the Buyer’s reasonable review thereof. All such PKI Indonesia Tax Returns shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by law. In the event of any objection by Buyer, Buyer and PKI shall negotiate in good faith in an attempt to resolve such objection to the reasonable satisfaction of both parties and, if they are unable to resolve such dispute within five (5) business days, Buyer shall file such Tax Return in the manner prescribed by PKI; provided, however, that if Buyer is advised by counsel that the filing of any Tax Return and the reporting on such Tax Return in the manner proposed by PKI may subject Buyer to any penalties, Buyer may file such Tax Return in a manner which shall be as consistent as possible with the position taken by PKI but which would not subject Buyer or PKI Indonesia to a material risk of the imposition of penalties in the view of such counsel. PKI shall be responsible for the preparation and filing of all Tax Returns for Sellers for all periods (including the consolidated, unitary, and combined Tax Returns for Sellers which include the operations of the Business for any period ending on or before the Closing Date) and for all Tax Returns of PKI Indonesia for all taxable periods that end on or before the Closing Date. Sellers shall make or cause to be made all payments required with respect to any such Tax Returns. Buyer shall promptly reimburse Sellers for the amount of any such Taxes paid by Sellers to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods following the Closing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) For any period ending on or before Closing, PKI shall submit the Tax Returns for PKI Indonesia (and such additional information regarding such Tax Returns as may reasonably be requested by Buyer) to Buyer (and PKI Indonesia) for filing at least twenty (20) business days in advance of the due date of such filing to allow Buyer and PKI Indonesia to review, comment, and object to such Tax Return based on the Buyer’s reasonable review thereof. All such PKI Indonesia Tax Returns shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by law. In the event of any objection by Buyer, Buyer and PKI shall negotiate in good faith in an attempt to resolve such objection to the reasonable satisfaction of both parties and, if they are unable to resolve such dispute within five (5) business days, Buyer shall file such Tax Return in the manner prescribed by PKI; provided, however, that if Buyer is advised by counsel that the filing of any Tax Return and the reporting on such Tax Return in the manner proposed by PKI may subject Buyer to any penalties, Buyer may file such Tax Return in a manner which shall be as consistent as possible with the position taken by PKI but which would not subject Buyer or PKI Indonesia to a material risk of the imposition of penalties in the view of such counsel. PKI GB Ltd. shall be responsible for the preparation and filing of all Tax Returns for Sellers and any Acquired Companies for all periods Pre-Closing Tax Periods (including the consolidated, unitary, unitary and combined Tax Returns for Sellers Sellers, which include the operations of the Business for any period ending AS&O Business) that are required to be filed on or before prior to the Closing DateDate (taking into account extensions of time to file) and for all and, in the case of any such Tax Returns of PKI Indonesia for all taxable periods that end are with respect to income taxes, that are required to be filed on or before prior to or after the Closing DateDate (taking into account extensions of time to file) (each a “Seller Return”). GB Ltd. shall, and shall cause the Sellers shall to, make or cause to be made all payments (including all Taxes) required with respect to any such Tax Returns. Buyer Seller Return, and GB Ltd. shall promptly reimburse Sellers for Buyer with respect to any such amounts paid by Buyer or any Acquired Company after the amount Closing Date. Any Seller Return that is a separate Tax Return of any Acquired Company (or that only includes Acquired Companies) shall be prepared on a basis consistent with the last previous similar Tax Return; provided, however, that if GB Ltd. is advised by counsel or otherwise determines in good faith that the filing of any such Tax Return and the reporting on such Tax Return in accordance with the last previous similar Tax Return is likely to subject GB Ltd. or any Acquired Company to any penalties or is otherwise inconsistent with applicable Law, then such Tax Return shall be prepared and filed without regard to last previous similar Tax Return relating to such item. GB Ltd. shall provide Buyer with a copy of each proposed draft of any Seller Return with respect to income Taxes paid that is a separate Tax Return of any Acquired Company (or that only includes Acquired Companies) (and such additional information regarding such Seller Return as may reasonably be requested by Sellers Buyer) at least thirty (30) days prior to the extent filing of such Taxes are attributable Seller Return for Buyer’s review and reasonable comment. GB Ltd. will cause all such Seller Returns (as determined under Section 9.2 hereofrevised to incorporate Buyer’s reasonable comments) to periods following the Closing Datebe timely filed and will provide a copy of each such Seller Return as filed to Buyer.

Preparation and Filing of Tax Returns; Payment of Taxes. (a) For any period ending on or before Closing, PKI shall submit the Tax Returns for PKI Indonesia (and such additional information regarding such Tax Returns as may reasonably be requested by Buyer) to Buyer (and PKI Indonesia) for filing at least twenty (20) business days in advance of the due date of such filing to allow Buyer and PKI Indonesia to review, comment, and object to such Tax Return based on the Buyer’s reasonable review thereof. All such PKI Indonesia Tax Returns shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by law. In the event of any objection by Buyer, Buyer and PKI shall negotiate in good faith in an attempt to resolve such objection to the reasonable satisfaction of both parties and, if they are unable to resolve such dispute within five (5) business days, Buyer shall file such Tax Return in the manner prescribed by PKI; provided, however, that if Buyer is advised by counsel that the filing of any Tax Return and the reporting on such Tax Return in the manner proposed by PKI may subject Buyer to any penalties, Buyer may file such Tax Return in a manner which shall be as consistent as possible with the position taken by PKI but which would not subject Buyer or PKI Indonesia to a material risk of the imposition of penalties in the view of such counsel. PKI shall be responsible for the preparation and filing of all Tax Returns for Sellers for all periods (including the consolidated, unitary, unitary and combined Tax Returns for Sellers Sellers, which include the operations of the Business for any period ending on or before the Closing Date) and for all Tax Returns of PKI Indonesia the Acquired Companies for all taxable periods that end on or before the Closing Date. PKI shall file or cause to be filed all such Tax Returns for Sellers, and shall file or cause to be filed all such Tax Returns of the Acquired Companies that are required to be filed on or before the Closing Date. Buyer shall file or cause to be filed all such Tax Returns of the Acquired Companies that are required to be filed after the Closing Date. Sellers shall make or cause to be made all payments required with respect to any such Tax Returns. Buyer shall promptly (and in any event, prior to required payment (including estimated payments) to the applicable tax authority) reimburse Sellers for the amount of any such Taxes to be paid by Sellers to the extent such Taxes are attributable (as determined under Section 9.2 7.2 hereof) to periods following Post-Cutover Tax Periods to the Closing Dateextent not taken into account in Permitted Leakage or Reverse Leakage; provided, however, that (i) Buyer shall not be required to reimburse Sellers for Taxes for which PKI indemnifies the Buyer pursuant to Section 7.1(f) and (ii) Buyer shall not be required to reimburse Sellers for Taxes (other than Transfer Taxes and VAT covered by Section 7.7) imposed with respect to any transactions outside the Ordinary Course of Business that occur during the Locked Box Period (including at Closing). For the avoidance of doubt, for purposes of determining the Taxes attributable to the operations of the Business in the Ordinary Course of Business during the Locked Box Period for which Buyer is responsible, no losses (or other tax attributes) of PKI or any Affiliate of PKI shall be taken into account.

Preparation and Filing of Tax Returns; Payment of Taxes. (ai) For any period ending on or before Closing, PKI Seller shall submit the Tax Returns for PKI Indonesia (prepare and such additional information regarding such Tax Returns as may reasonably be requested by Buyer) to Buyer (and PKI Indonesia) for filing at least twenty (20) business days in advance of the due date of such filing to allow Buyer and PKI Indonesia to review, comment, and object to such Tax Return based on the Buyer’s reasonable review thereof. All such PKI Indonesia Tax Returns shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by law. In the event of any objection by Buyer, Buyer and PKI shall negotiate in good faith in an attempt to resolve such objection to the reasonable satisfaction of both parties and, if they are unable to resolve such dispute within five (5) business days, Buyer shall file such Tax Return in the manner prescribed by PKI; provided, however, that if Buyer is advised by counsel that the filing of any Tax Return and the reporting on such Tax Return in the manner proposed by PKI may subject Buyer to any penalties, Buyer may file such Tax Return in a manner which shall be as consistent as possible with the position taken by PKI but which would not subject Buyer or PKI Indonesia to a material risk of the imposition of penalties in the view of such counsel. PKI shall be responsible for the preparation and filing of all Tax Returns for Sellers of the Transferred Companies or in respect of the Transferred Assets or the Business, in each case, that are due (including applicable extensions) before the Closing. Seller shall prepare all income Tax Returns of the Transferred Companies for all taxable periods (including the consolidated, unitary, and combined Tax Returns for Sellers which include the operations of the Business for any period ending on or before the Closing Date) and for Date that are due after the Closing (“Pre-Closing Entity Tax Returns”). Seller shall prepare all Tax Returns (other than Tax Returns of PKI Indonesia the Transferred Companies) in respect of the Transferred Assets or the Business for all taxable periods that end ending on or before the Closing DateDate that are due after the Closing (“Pre-Closing Business Tax Returns” and, together with Pre-Closing Entity Tax Returns, “Pre-Closing Tax Returns”). Sellers Seller shall make also prepare and file all Tax Returns for Transferred Companies that are required to be included in (or filed with) a Tax Return of an affiliated, consolidated, combined, unitary or aggregate group of which Seller or any of its Affiliates (other than a Transferred Company) is parent for Pre-Closing Tax Periods. With respect to any Pre-Closing Tax Return required to be prepared by Seller pursuant to this Section 7.08(a)(i), (1) such Pre-Closing Tax Returns shall be prepared on a basis consistent with the past practices of the Transferred Companies or with respect to the Transferred Assets or the Business, respectively, unless a different position is required by Law and the parties mutually agree on the resolution of such issue (and each party shall reasonably endeavor to reach such mutual agreement), (2) Seller shall deliver to Buyer for its review and comment, at least thirty (30) days prior to the due date for the filing of such Pre-Closing Tax Return in the case of a separate income Tax Return of the Transferred Companies, and at least ten (10) days prior to the due date for the filing of such Pre-Closing Tax Return in the case of a separate non-income Tax Return of the Transferred Companies or in respect of the Transferred Assets or the Business (in each case taking into account any applicable extensions), a copy of such Tax Return, together with any additional information that Buyer may reasonably request, and (3) Seller shall consider in good faith any reasonable comments submitted by Buyer at least fifteen (15) days prior to the due date of such Pre-Closing Tax Return in the case of a separate income Tax Return of the Transferred Companies, and at least five (5) days prior to the due date for the filing of such Pre-Closing Tax Return in the case of a separate non-income Tax Return of the Transferred Companies or in respect of the Transferred Assets or the Business (in each case taking into account any applicable extensions). If applicable, Seller shall deliver a revised Pre-Closing Tax Return to Buyer before the due date for the filing of such Pre-Closing Tax Return (taking into account any applicable extensions), and Buyer shall timely file or cause to be made all payments required with respect to timely filed any such Pre-Closing Tax Returns. Buyer shall promptly reimburse Sellers for the amount of any such Taxes paid by Sellers to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods following the Closing Date.

Preparation and Filing of Tax Returns; Payment of Taxes. Each Company, at its expense, shall (ai) For any period ending on prepare and timely file or before Closing, PKI shall submit the Tax Returns for PKI Indonesia (and such additional information regarding such Tax Returns as may reasonably be requested by Buyer) cause to Buyer (and PKI Indonesia) for filing at least twenty (20) business days in advance of the due date of such filing to allow Buyer and PKI Indonesia to review, comment, and object to such Tax Return based on the Buyer’s reasonable review thereof. All such PKI Indonesia Tax Returns shall be prepared in a manner consistent with historical practice, except to the extent otherwise required by law. In the event of any objection by Buyer, Buyer and PKI shall negotiate in good faith in an attempt to resolve such objection to the reasonable satisfaction of both parties and, if they are unable to resolve such dispute within five (5) business days, Buyer shall file such Tax Return in the manner prescribed by PKI; provided, however, that if Buyer is advised by counsel that the filing of any Tax Return and the reporting on such Tax Return in the manner proposed by PKI may subject Buyer to any penalties, Buyer may file such Tax Return in a manner which shall be as consistent as possible with the position taken by PKI but which would not subject Buyer or PKI Indonesia to a material risk of the imposition of penalties in the view of such counsel. PKI shall be responsible for the preparation and filing of all Tax Returns for Sellers for all periods (including the consolidated, unitary, and combined Tax Returns for Sellers which include the operations of the Business for any period ending on or before the Closing Date) and for timely filed all Tax Returns of PKI Indonesia for all taxable periods that end on or before the Company and any Subsidiary required to be filed (taking into account extensions) prior to the Closing Date. Sellers shall Date and (ii) make or cause to be made all payments required with respect to any such Tax Returns. Buyer The Buyers shall prepare and timely file or shall cause to be prepared and timely filed all other Tax Returns for each Company and any Subsidiary. The Buyers shall make all payments required with respect to any Tax Returns prepared by the Buyers; provided, however, that the Seller shall promptly reimburse Sellers the Buyers to the extent any payment the Buyers are required to make relates to the operations of either Company or any Subsidiary for any period ending (or deemed pursuant to Section 5.12(c) to end) on or before the Closing Date. Any Tax Return to be prepared and filed for taxable periods beginning before the Closing Date and ending after the Closing Date shall be prepared on a basis consistent with the last previous similar Tax Return except to the extent that the Buyers make a good faith determination that a position or other method of reporting in such Tax Return is not reasonably likely to be sustained upon audit. The Buyers shall provide the Representative with a copy of each proposed Tax Return (and such additional information regarding such Tax Return as may reasonably be requested by the Representative) for review and comment at least 45 days prior to the filing of such Tax Return, in the case of income Tax Returns, and in such period of time prior to filing as the Buyers shall reasonably determine to be practicable in the case of other Tax Returns. The Buyers shall accept all reasonable comments of the Representative with respect to any period or portion thereof ending on the Closing Date. The Buyers and the Seller shall each be responsible for the amount payment of one half (1/2) of any transfer (including real estate transfer), sales, use, stamp, conveyance, value added, recording, registration, documentary, filing and other non-income Taxes and administrative fees (including notary fees) (together, such taxes, “Transfer Taxes”) arising in connection with the consummation of the transactions contemplated by this Agreement. The Seller will file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges and, if required by applicable law, the Buyers will join the Seller in the execution of any such Taxes paid by Sellers to the extent such Taxes are attributable (as determined under Section 9.2 hereof) to periods following the Closing DateTax Returns and other documentation.