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

Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1, Sellers shall prepare and timely file, in a manner consistent with past practice except as otherwise required by applicable Law, (i) all Tax Returns with respect to the OpCo Acquired Assets, including of the Acquired Subsidiaries, for any Pre-OpCo-Closing Tax Period, (ii) all Tax Returns for any Pre-OpCo-Closing Tax Period with respect to any sales Tax, use Tax, personal property Tax, real property Tax, employee wage withholding, payroll Tax, and other ordinary course operational Tax liabilities, (iii) all Tax Returns with respect to the PropCo Acquired Assets for any Pre-PropCo-Closing Tax Period and (iv) all income Tax Returns of Sellers, in each case, except to the extent such Tax Return relates solely to a Tax included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability. Except to the extent any Tax reflected on a return required to be prepared and filed by Sellers pursuant to this Section 9.4(a) constitutes an Assumed Liability or is included on Schedule 1.4(g), Sellers shall be liable and responsible for, and timely pay any such Taxes relating to periods covered by such Tax Returns. Sellers shall provide Purchasers with a draft of such Tax Returns which need to be filed by an Acquired Subsidiary at least thirty (30) days, or as soon as reasonably practical thereafter, prior to the filing of any such Tax Return. If a Purchaser disputes any item on such Tax Return, the Parties shall negotiate in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall timely be referred to, and resolved by, a nationally-recognized accounting firm mutually acceptable to each Purchaser and Sellers in accordance with the procedures set forth in Section 2.9 and the resolution of such dispute shall be final and binding on the Parties; provided that, if no resolution has been reached prior to the date on which the relevant Tax Return becomes due (taking into account any validly obtained extensions), Sellers shall be permitted to file such Tax Return, and the relevant Tax Return shall thereafter be amended to reflect its subsequent resolution. With respect to Straddle Periods, Sellers shall be liable and responsible for, and shall promptly pay any Taxes reflected on a return described in clauses (i)(A), (i)(B) and (ii)(A) of Section 9.4(b) for the portion of any OpCo Straddle Period and any PropCo Straddle Period (as applicable) ending at the end of the applicable Closing Date, as determined pursuant to Section 9.4(c), in each case, except to the extent such Tax is included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability.

Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1The Representative, Sellers on behalf of the Equityholders, shall prepare and timely file, in a manner consistent with past practice except as otherwise required by applicable Law, (i) all Tax Returns with respect or cause to the OpCo Acquired Assets, including of the Acquired Subsidiaries, for any Pre-OpCo-Closing Tax Period, (ii) all Tax Returns for any Pre-OpCo-Closing Tax Period with respect to any sales Tax, use Tax, personal property Tax, real property Tax, employee wage withholding, payroll Tax, and other ordinary course operational Tax liabilities, (iii) all Tax Returns with respect to the PropCo Acquired Assets for any Pre-PropCo-Closing Tax Period and (ivbe prepared) all income Tax Returns of Sellers, in each case, except the Company for all periods ending on or prior to the extent such Tax Return relates solely to a Tax included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability. Except to the extent any Tax reflected on a return Closing Date that are required to be prepared and filed by Sellers pursuant to this Section 9.4(a) constitutes an Assumed Liability or is included on Schedule 1.4(gafter the Closing Date (the “Equityholder Prepared Returns”), Sellers . Such Equityholder Prepared Returns shall be liable and responsible for, and timely pay any such Taxes relating to periods covered by such Tax Returnsprepared in a manner consistent with the past practices of the Company. Sellers The Representative shall provide Purchasers Parent with a draft of such Tax Returns which need to be filed by an Acquired Subsidiary at least thirty (30) days, or as soon as reasonably practical thereafter, prior to the filing copy of any such Tax Return. If a Purchaser disputes any item on such Tax Return, the Parties shall negotiate in good faith to resolve any such dispute Equityholder Prepared Return for Parent’s review at least 30 Business Days prior to the date on which the relevant Tax such Equityholder Prepared Return is required due (after taking into consideration any extensions available). The Representative shall make revisions to be filedany such Equityholder Prepared Return as reasonably requested in writing by Parent within 15 Business Days of Parent’s receipt of such Equityholder Prepared Return. If the Parties cannot resolve there is a disagreement as to whether revisions requested by Parent should be included in any disputed itemsuch Equityholder Prepared Return, the item disagreement shall be submitted to the Settlement Arbitrator for resolution (the expenses of which shall be shared in question shall timely be referred to, and resolved by, a nationally-recognized accounting firm mutually acceptable manner similar to each Purchaser and Sellers in accordance with the procedures that set forth in Section 2.9 and 2.12(c)). Parent shall timely file (after taking into consideration any extensions available) with the applicable Governmental Body such Equityholder Prepared Returns as finally prepared (including the resolution of such dispute shall be final and binding on the Parties; provided thatSettlement Arbitrator, if no resolution has been reached applicable). No later than three Business Days prior to the date on which the relevant Tax such Equityholder Prepared Return becomes is due (after taking into account consideration any validly obtained extensionsextensions available), Sellers each Equityholder shall pay (in immediately available funds) its Allocable Percentage of any Pre-Closing Taxes required to be paid with respect to such Equityholder Prepared Return (notwithstanding this provision, the Equityholders shall be permitted jointly and severally liable for the payment of such Pre-Closing Taxes). In the event such Equityholder Prepared Return reflects any refund, the provisions of Section 10.2(b) shall control. Notwithstanding the foregoing, in the event the Settlement Arbitrator has not resolved any dispute with respect to such Equityholder Prepared Return prior to the date such Equityholder Prepared Return is due (after taking into consideration any extensions available), Parent shall timely file such Tax ReturnEquityholder Prepared Return in such manner as the Representative reasonably determines, and the relevant Tax Parent shall file an amended Equityholder Prepared Return shall thereafter be amended to reflect its subsequent resolution. With respect to Straddle Periods, Sellers shall be liable and responsible for, and shall promptly pay any Taxes reflected on a return described in clauses (i)(A), (i)(B) and (ii)(A) of Section 9.4(b) for the portion of any OpCo Straddle Period and any PropCo Straddle Period (as applicable) ending at the end of the applicable Closing Date, as determined pursuant to Section 9.4(c), in each case, except to the extent such Tax is included on Schedule 1.4(g) or otherwise constitutes an Assumed Liabilitynecessary to conform to the Settlement Arbitrator’s final determination.

Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1herein, Sellers Parent shall prepare (or cause to be prepared) and, timely file all Tax Returns (“Pre Closing Tax Returns”) of each of the Companies and timely fileSubsidiaries with respect to any taxable period ending on or before the Closing Date (“Pre Closing Taxable Period”) and, in a manner consistent with past practice except as otherwise provided herein, shall pay (or cause to be paid) any Taxes due in respect of such Pre Closing Tax Returns. The Buyer shall not have the right to review any Pre-Closing Tax Returns. Such Tax Returns shall be prepared on a basis consistent with those prepared for prior taxable periods unless a different treatment is permitted or required by applicable Law. In the case of Pre Closing Tax Returns that are filed after the Closing Date, other than consolidated, combined or unitary Tax Returns that include one or more of the Transferred Companies or Subsidiaries together with Parent or an Affiliate of Parent other than the Transferred Companies or Subsidiaries, Parent shall (A) provide the Buyer with such prepared Tax Returns in sufficient time for the Buyer to timely file, or cause to be timely filed, such Tax Returns (and the Buyer shall timely file, or cause to be timely filed, such Tax Returns), but in any event at least two Business Days prior to the due date for such Tax Return, and (B) provide to the Buyer at such time an amount equal to the excess of (x) the Tax liability shown on such Tax Return over (y) the sum of (1) all estimated or similar Tax payments made or caused to be made by Parent on or prior to the Closing Date with respect to such Tax and, without duplication, all credits arising on or prior to the Closing Date with respect to such Tax, (i2) all any prior payments with respect to such Tax made or caused to be made by Parent pursuant to this Article X, (3) any amounts collected or withheld and held by or on behalf of Parent, the Transferred Companies or Subsidiaries as of the Closing Date pending remittance to Tax authorities in respect of such Tax and (4) any portion of such Tax liability arising as a result of any actions taken by the Transferred Companies or Subsidiaries on or after the Closing Date that are outside the ordinary course of business unless explicitly provided for in this Agreement. The Buyer shall cause the Transferred Companies and Subsidiaries and their respective Affiliates to take such actions as Parent may reasonably request in connection with the filing of refund claims and amended Tax Returns with respect to Pre-Closing Taxable Periods; provided, that in the OpCo Acquired Assets, including case of refund claims and amended Income Tax Returns relating to any of the Acquired SubsidiariesForeign Companies, for any Pre-OpCo-Closing Tax Period, (ii) all such claims and amended Income Tax Returns for any Pre-OpCo-Closing Tax Period with respect to any sales Tax, use Tax, personal property Tax, real property Tax, employee wage withholding, payroll Tax, and other ordinary course operational Tax liabilities, (iii) all Tax Returns with respect do not cause a material detriment to the PropCo Acquired Assets for Buyer or any Pre-PropCo-Closing Tax Period and (iv) all income Tax Returns of Sellers, in each case, except to the extent such Tax Return relates solely to a Tax included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability. Except to the extent any Tax reflected on a return required to be prepared and filed by Sellers pursuant to this Section 9.4(a) constitutes an Assumed Liability or is included on Schedule 1.4(g), Sellers shall be liable and responsible for, and timely pay any such Taxes relating to periods covered by such Tax Returns. Sellers shall provide Purchasers with a draft of such Tax Returns which need to be filed by an Acquired Subsidiary at least thirty (30) days, or as soon as reasonably practical thereafter, prior to the filing of any such Tax Return. If a Purchaser disputes any item on such Tax Return, the Parties shall negotiate in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall timely be referred to, and resolved by, a nationally-recognized accounting firm mutually acceptable to each Purchaser and Sellers in accordance with the procedures set forth in Section 2.9 and the resolution of such dispute shall be final and binding on the Parties; provided that, if no resolution has been reached prior to the date on which the relevant Tax Return becomes due (taking into account any validly obtained extensions), Sellers shall be permitted to file such Tax Return, and the relevant Tax Return shall thereafter be amended to reflect its subsequent resolution. With respect to Straddle Periods, Sellers shall be liable and responsible for, and shall promptly pay any Taxes reflected on a return described in clauses (i)(A), (i)(B) and (ii)(A) of Section 9.4(b) for the portion of any OpCo Straddle Period and any PropCo Straddle Period (as applicable) ending at the end of the applicable Transferred Companies or Subsidiaries for taxable periods or partial taxable periods after the Closing Date, as determined pursuant to Section 9.4(c), in each case, except to the extent such Tax is included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability.

Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1, Sellers Seller shall prepare and timely file, in a manner consistent with past practice except as otherwise required by applicable Law, (i) file all Tax Returns with respect to the OpCo Acquired Assets, including of Assets required to be filed on or before the Acquired Subsidiaries, for any Pre-OpCo-Closing Tax Period, (ii) all Tax Returns for any Pre-OpCo-Closing Tax Period Date and shall timely pay the Taxes due with respect to any sales Tax, use Tax, personal property Tax, real property Tax, employee wage withholding, payroll Tax, thereto. Purchaser shall prepare and timely file all other ordinary course operational Tax liabilities, (iii) all Tax Returns with respect to Property Taxes related to the PropCo Acquired Assets required to be filed after the Closing Date (excluding, for the avoidance of doubt, any Tax Returns with respect to any income, franchise or similar Taxes of any Seller or any of its Affiliates) with respect to any Pre-PropCo-Closing Tax Period or any Straddle Period and shall timely pay the Property Taxes due with respect to such Tax Returns; provided, that this Section 9.4(b) shall not be construed to limit Purchaser’s right to adjust the Purchase Price (ivand obtain payment from the Escrow Agent out of the Adjustment Escrow Amount) all income for any such Taxes attributable to any Pre-Closing Tax Returns Period or the pre-Closing portion of Sellersany Straddle Period to the extent permitted under Sections 2.7 and 2.8. Purchaser shall not file any Tax Return, file an amendment to any previously-filed Tax Return, or otherwise take any Tax position that could reasonably be expected to have the effect of increasing the Tax liability of Seller or any of its Affiliates, in each casecase without the prior written consent of Seller (such consent not to be unreasonably withheld, except conditioned or delayed). For purposes of determining whether Property Taxes are attributable to the extent such Tax Return relates solely to pre-Closing or post-Closing portion of a Tax included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability. Except to the extent any Tax reflected on a return required to be prepared and filed by Sellers pursuant to this Section 9.4(a) constitutes an Assumed Liability or is included on Schedule 1.4(g)Straddle Period, Sellers Property Taxes shall be liable and responsible for, and timely pay any such Taxes relating to periods covered by such Tax Returns. Sellers shall provide Purchasers with a draft of such Tax Returns which need to be filed by an Acquired Subsidiary at least thirty (30) days, or as soon as reasonably practical thereafter, allocated pro rata per day between the period ending on the day prior to the filing Closing Date and the period beginning on the Closing Date, with the portion of any such Tax Return. If a Purchaser disputes any item Property Taxes attributable to the period ending on such Tax Return, the Parties shall negotiate in good faith to resolve any such dispute day prior to the date on which the relevant Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall timely be referred to, and resolved by, a nationallyClosing Date being treated as pre-recognized accounting firm mutually acceptable to each Purchaser and Sellers in accordance with the procedures set forth in Section 2.9 and the resolution of such dispute shall be final and binding on the Parties; provided that, if no resolution has been reached prior to the date on which the relevant Tax Return becomes due (taking into account any validly obtained extensions), Sellers shall be permitted to file such Tax ReturnClosing Taxes, and the relevant Tax Return shall thereafter be amended to reflect its subsequent resolution. With respect to Straddle Periods, Sellers shall be liable and responsible for, and shall promptly pay any Taxes reflected on a return described in clauses (i)(A), (i)(B) and (ii)(A) of Section 9.4(b) for the portion of any OpCo Straddle Period and any PropCo Straddle Period (as applicable) ending at the end of the applicable Closing Date, as determined pursuant to Section 9.4(c), in each case, except Property Taxes attributable to the extent such Tax is included period beginning on Schedule 1.4(g) or otherwise constitutes an Assumed Liabilitythe Closing Date being treated as post- Closing Taxes.

Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1, Sellers The Stockholders’ Representatives shall prepare and timely file, or cause to be prepared and filed, at EUSA’s expense, any and all Tax Returns required to be filed by EUSA and its Subsidiaries on or prior to the Closing Date (after giving effect to any valid extensions of the due date for filing any such Tax Returns). All such Tax Returns must be prepared in a manner consistent with past practice except the prior Tax Returns of EUSA or the applicable Subsidiary, as the case may be, unless otherwise required by under applicable Law, . EUSA shall timely pay (or cause to be timely paid) all Taxes shown as due and owing on all such Tax Returns. With respect to (i) all income Tax Returns and (ii) other material Tax Returns showing liabilities for Taxes that are unusual in amount, EUSA shall: (a) timely deliver a properly completed draft of each such material Tax Return, along with respect work papers and back-up information reasonably necessary or appropriate for the Buyer to appropriately review each such Tax Return; and (b) permit the OpCo Acquired AssetsBuyer to review, including of comment on and approve each such Tax Return prior to filing any such Tax Return, which approval will not be unreasonably withheld or delayed. The Buyer shall prepare and file, or cause to be prepared and filed, at the Acquired SubsidiariesBuyer’s expense, any and all other Tax Returns required to be filed by EUSA or its Subsidiaries and the Buyer shall pay (or cause to be paid) all Taxes shown as due and owing on all such Tax Returns, provided, that (i) the Buyer shall be entitled to be indemnified by the Participants for any Pre-OpCo-Closing Taxes reported on such Tax PeriodReturns pursuant to and to the extent provided in Section 8.1(a)(v), subject to the limitations set forth in Article VIII, and (ii) all under no circumstances shall the Buyer be entitled to indemnification with respect to Taxes for any period beginning after the Closing Date or the post-Closing portion of any period that includes the Closing Date. Any Tax Returns for of EUSA or any of its Subsidiaries prepared or filed by the Buyer which relate to a Pre-OpCo-Closing Tax Period (whether in whole or in part) must be prepared in a manner consistent with respect to any sales Taxthe prior Tax Returns of EUSA or the applicable Subsidiary, use Taxas the case may be, personal property Tax, real property Tax, employee wage withholding, payroll Taxunless otherwise required under applicable Law, and other ordinary course operational the Buyer shall: (x) timely deliver a properly completed draft of each such Tax liabilities, (iii) all Tax Returns with respect to the PropCo Acquired Assets for Return that reports any Pre-PropCo-Closing Tax Period and (iv) all income Tax Returns of Sellers, in each case, except to Taxes for which the extent such Tax Return relates solely to a Tax included on Schedule 1.4(g) or otherwise constitutes an Assumed Liability. Except to the extent any Tax reflected on a return Participants are required to be prepared and filed by Sellers indemnify pursuant to this Section 9.4(a) constitutes an Assumed Liability Article VIII, along with work papers and back-up information reasonably necessary or is included on Schedule 1.4(g), Sellers shall be liable and responsible for, and timely pay any such Taxes relating appropriate for the Stockholders’ Representatives to periods covered by such Tax Returns. Sellers shall provide Purchasers with a draft of such Tax Returns which need to be filed by an Acquired Subsidiary at least thirty (30) days, or as soon as reasonably practical thereafter, prior to the filing of any such Tax Return. If a Purchaser disputes any item on such Tax Return, the Parties shall negotiate in good faith to resolve any such dispute prior to the date on which the relevant Tax Return is required to be filed. If the Parties cannot resolve any disputed item, the item in question shall timely be referred to, and resolved by, a nationally-recognized accounting firm mutually acceptable to appropriately review each Purchaser and Sellers in accordance with the procedures set forth in Section 2.9 and the resolution of such dispute shall be final and binding on the Parties; provided that, if no resolution has been reached prior to the date on which the relevant Tax Return becomes due (taking into account any validly obtained extensions), Sellers shall be permitted to file such Tax Return, and (y) permit the relevant Stockholders’ Representatives to review, comment on and approve each such Tax Return shall thereafter be amended prior to reflect its subsequent resolution. With respect to Straddle Periods, Sellers shall be liable and responsible for, and shall promptly pay filing any Taxes reflected on a return described in clauses (i)(A), (i)(B) and (ii)(A) of Section 9.4(b) for the portion of any OpCo Straddle Period and any PropCo Straddle Period (as applicable) ending at the end of the applicable Closing Date, as determined pursuant to Section 9.4(c), in each case, except to the extent such Tax is included on Schedule 1.4(g) Return, which approval will not be unreasonably withheld or otherwise constitutes an Assumed Liabilitydelayed.

Preparation of Tax Returns and Payment of Taxes. (a) Except as otherwise provided by Section 9.1, Sellers Buyer shall cause each Company Entity to prepare and timely filefile (or cause to be prepared and filed) all Tax Returns of such Company Entity for (i) any Tax period ending on or before the Closing Date and required to be filed after the Closing Date (a “Pre-Closing Return”), and (ii) any Straddle Period (a “Straddle Period Return”), in a manner consistent each case, in accordance with past practice applicable Law and the Governing Documents of such Company Entity and, except as otherwise required by applicable Law, (i) all Tax Returns consistent with respect to the OpCo Acquired Assets, including past practices of the Acquired Subsidiaries, for any Pre-OpCo-Closing Tax Period, (ii) all Tax Returns for any Pre-OpCo-Closing Tax Period with respect to any sales Tax, use Tax, personal property Tax, real property Tax, employee wage withholding, payroll Tax, and other ordinary course operational Tax liabilities, (iii) all Tax Returns with respect to the PropCo Acquired Assets for any Pre-PropCo-Closing Tax Period and (iv) all income Tax Returns of Sellers, in each case, except to the extent such Tax Return relates solely to a Tax included on Schedule 1.4(g) or otherwise constitutes an Assumed LiabilityCompany Entity. Except to the extent any Tax reflected on a return required to be prepared and filed by Sellers pursuant to this Section 9.4(a) constitutes an Assumed Liability or is included on Schedule 1.4(g), Sellers shall be liable and responsible for, and timely pay any such Taxes relating to periods covered by such Tax Returns. Sellers Buyer shall provide Purchasers Seller with a draft of each such Pre-Closing Return or Straddle Period Return (other than a Tax Returns which need to be filed by an Acquired Subsidiary Return for VAT (a “VAT Return”)) at least thirty (30) days, or as soon as reasonably practical thereafter, days prior to the due date thereof for Seller’s review, comment and approval, which approval shall not be unreasonably withheld, conditioned or delayed, and Buyer shall incorporate any reasonable comments by Seller. Buyer shall provide Seller with a draft of each VAT Return at least ten (10) days prior to the due date thereof for Seller’s review, comment and approval, which approval shall not be unreasonably withheld, conditioned or delayed, and Buyer shall incorporate any reasonable comments by Seller. In the case of any Company Entity, Seller shall be entitled to exercise all rights (and shall be subject to any obligations) of Buyer (or any Affiliates (including the Company Entities following the Closing) or Representative thereof) with respect to the review, approval and filing of any Pre-Closing Return or Straddle Period Return of such Tax ReturnCompany Entity. If a Purchaser disputes any item The Seller shall pay on such Tax Return, the Parties shall negotiate in good faith to resolve any such dispute or before five (5) days prior to the date due date, any amount due and payable on which the relevant Tax (i) any Pre-Closing Return is required to be filed. If the Parties cannot resolve and (ii) any disputed item, the item in question shall timely be referred to, and resolved by, a nationally-recognized accounting firm mutually acceptable to each Purchaser and Sellers in accordance with the procedures set forth in Section 2.9 and the resolution of such dispute shall be final and binding on the Parties; provided that, if no resolution has been reached prior Straddle Period Return to the date on which extent such amount is apportioned to the relevant Pre-Closing Tax Return becomes due (taking into account any validly obtained extensions), Sellers shall be permitted to file such Tax Return, and the relevant Tax Return shall thereafter be amended to reflect its subsequent resolution. With respect to Straddle Periods, Sellers shall be liable and responsible for, and shall promptly pay any Taxes reflected on a return described in clauses (i)(A), (i)(B) and (ii)(A) of Section 9.4(b) for the portion of any OpCo Straddle Period and any PropCo Straddle Period (as applicable) ending at the end of the applicable Closing Date, as determined pursuant to Section 9.4(c6.7(g)), in each casecase ((i) and (ii)), except to the extent the Seller is liable for such amounts pursuant to Section 6.7(a). Notwithstanding anything to the contrary in this Section 6.7(c), the Parties agree that Seller will elect to close the taxable year of the Company Entities (the “CFC Tax is included on Schedule 1.4(gYear Election”) pursuant to United States Treasury Regulations Section 1.245A-5T(e)(3) or otherwise constitutes an Assumed Liabilityany successor regulations in a form substantially similar to the one set forth in Section 6.7(c) of the Seller Disclosure Schedule.