Common use of Straddle Period Tax Returns Clause in Contracts

Straddle Period Tax Returns. (i) As to any Tax Return of WVS-I B.V. and WVS-I U.S. (or any of their subsidiaries) for a tax period that begins before and ends after the Closing Date (a “Straddle Period”), Seller shall cause WVS-I B.V. and WVS-I U.S. (and their subsidiaries) to prepare and timely file (or cause to be prepared and timely filed) such Tax Return in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts) and pay all Taxes due with respect thereto; provided, however, (A) Seller shall deliver any such Tax Return for any such Taxes to Purchaser at least 30 days before it is due in the case of Tax Returns for Income Taxes and five (5) business days before it is due for all other Tax Returns (in each case taking all validly-requested extensions into account) and shall make or cause to be made any and all changes to such Tax Return reasonably requested by Purchaser relating to the Pre-Closing Tax Period by notice given at least five (5) business days before such Tax Return is due in the case of Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns and (B) such Tax Return shall be filed (as so approved or modified) on a timely basis by the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due in the case of Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns the amount of Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shown to be due on such Tax Return to the extent that such amount exceeds the amount of such Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period reflected on a dollar for dollar basis in the calculation of the WVS-I Closing Working Capital. (ii) All Tax Returns for any tax period that includes the Closing Date shall be filed on the basis that the relevant tax period ended as of the close of business on the Closing Date (and thus that Section 9.02(b)(i) does not apply), unless such a Tax Return would be clearly contrary to Applicable Law. (iii) In the case of any Straddle Period, (i) real, personal and intangible property Taxes (“Property Taxes”) of WVS-I B.V. and WVS-I U.S. (and their subsidiaries) for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of WVS-I B.V. and WVS-I U.S. (and their subsidiaries) (other than Property Taxes) for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date (and for such purpose, the Tax Period of any partnership or other pass-through entity in which WVS-I B.V. and WVS-I U.S. (and their subsidiaries) holds a beneficial interest shall be deemed to terminate at such time).

Straddle Period Tax Returns. (i) As to any Tax Return of WVS-I B.V. and WVS-I U.S. US (or any of their subsidiaries) for a tax period that begins before and ends after the Closing Date (a “"Straddle Period”"), Seller shall cause WVS-I B.V. and WVS-I U.S. US (and their subsidiaries) to prepare and timely file (or cause to be prepared and timely filed) such Tax Return in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts) and pay all Taxes due with respect thereto; provided, however, (A) Seller shall deliver any such Tax Return for any such Taxes to Purchaser at least 30 days before it is due in the case of Tax Returns for Income Taxes and five (5) business days before it is due for all other Tax Returns (in each case taking all validly-requested extensions into account) and shall make or cause to be made any and all changes to such Tax Return reasonably requested by Purchaser relating to the Pre-Closing Tax Period by notice given at least five (5) business days before such Tax Return is due in the case of Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns and (B) such Tax Return shall be filed (as so approved or modified) on a timely basis by the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due in the case of Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns the amount of Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shown to be due on such Tax Return to the extent that such amount exceeds the amount of such Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period reflected on a dollar for dollar basis in the calculation of the WVS-I Closing Working Capital. (ii) All Tax Returns for any tax period that includes the Closing Date shall be filed on the basis that the relevant tax period ended as of the close of business on the Closing Date (and thus that Section 9.02(b)(i) does not apply), unless such a Tax Return would be clearly contrary to Applicable Law. (iii) In the case of any Straddle Period, (i) real, personal and intangible property Taxes (“"Property Taxes”") of WVS-I B.V. and WVS-I U.S. US (and their subsidiaries) for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of WVS-I B.V. and WVS-I U.S. US (and their subsidiaries) (other than Property Taxes) for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date (and for such purpose, the Tax Period of any partnership or other pass-through entity in which WVS-I B.V. and WVS-I U.S. US (and their subsidiaries) holds a beneficial interest shall be deemed to terminate at such time).

Straddle Period Tax Returns. For each Company, the Buyer, at its sole cost and expense, shall cause such Company to prepare, execute and file all Tax Returns that are required to be filed by or on behalf of such Company for any Straddle Period. Each such Straddle Period Tax Return shall be prepared in a manner consistent with the tax accounting methods and principles that such Company used in its prior Tax years to report to the relevant Taxing Authority, unless otherwise required by Law. The Buyer shall transmit a draft of each such Straddle Period Tax Return to the Sellers’ Representative at least thirty (i30) As days prior to the due date (including available extensions of time to file) for such Tax Return. The Sellers’ Representative shall provide any written comments to the Buyer that the Sellers’ Representative may have to any such draft Tax Return within ten (10) days of WVS-I B.V. the receipt of such draft Tax Return. The Buyer and WVS-I U.S. (or the Sellers’ Representative shall consult and resolve in good faith any of their subsidiaries) for a tax period that begins before and ends after disputes. The Buyer will cause the Closing Date (a “Straddle Period”), Seller shall cause WVS-I B.V. and WVS-I U.S. (and their subsidiaries) Company to prepare execute and timely file (all such Tax Returns. The Buyer shall timely pay or cause to be prepared and timely filed) such Tax Return in accordance with past practice (to the extent such past practice is consistent with Applicable Law paid all Taxes imposed on each Company for all Straddle Periods, and the applicable facts) and pay all Taxes due with respect thereto; provided, however, (A) Seller shall deliver any such Tax Return payment for any such Taxes apportioned to Purchaser at least 30 days before it is due in the case of Tax Returns for Income Taxes and five (5) business days before it is due for all other Tax Returns (in each case taking all validly-requested extensions into account) and shall make or cause to be made any and all changes to such Tax Return reasonably requested by Purchaser relating to the Pre-Closing Tax Period pursuant to Section 8.1(a) (net of any such Taxes which resulted in an adjustment to the Net Cash Purchase Price, as finally determined (to the extent of such adjustment)) shall be funded by notice given at least the Sellers via a payment to such Company by the Sellers no later than the day which is the later of (A) five (5) business days before Business Days after the Buyer or such Company provides notice to the Sellers of the upcoming Tax Return is due in payment obligation (including the case amount of the Tax Returns for Income obligation and the day such Taxes and at least two (2are to be paid) business days before it is due for all other Tax Returns and (B) such Tax Return shall be filed three (as so approved or modified3) on a timely basis by Business Days before the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due in day the case of Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns the amount of Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shown to be due on such Tax Return to the extent that such amount exceeds the amount payment of such Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period reflected on a dollar for dollar basis will be made by such Company (as specified in the calculation of the WVS-I Closing Working Capital. notice referred to in clause (ii) All Tax Returns for any tax period that includes the Closing Date shall be filed on the basis that the relevant tax period ended as of the close of business on the Closing Date (and thus that Section 9.02(b)(i) does not applyA), unless such a Tax Return would be clearly contrary to Applicable Law. (iii) In the case of any Straddle Period, (i) real, personal and intangible property Taxes (“Property Taxes”) of WVS-I B.V. and WVS-I U.S. (and their subsidiaries) for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) the Taxes of WVS-I B.V. and WVS-I U.S. (and their subsidiaries) (other than Property Taxes) for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date (and for such purpose, the Tax Period of any partnership or other pass-through entity in which WVS-I B.V. and WVS-I U.S. (and their subsidiaries) holds a beneficial interest shall be deemed to terminate at such time).

Straddle Period Tax Returns. (i) As to any Tax Return of WVS-I B.V. the Company and WVS-I U.S. (or any of their subsidiaries) its Subsidiaries for a tax period that begins before and ends after the Closing Date (a “Straddle PeriodSTRADDLE PERIOD”), Seller the Purchaser shall cause WVS-I B.V. the Company and WVS-I U.S. (and their subsidiaries) its Subsidiaries to prepare and timely file (or cause to be prepared and timely filed) such Tax Return in accordance with past practice (to the extent such past practice is consistent with Applicable Law and the applicable facts) and pay all Taxes due with respect thereto; provided, however, that (A1) Seller the Purchaser shall deliver any such Tax Return for any such Taxes to Purchaser the Sellers at least 30 days before it is due in due, (2) the case Sellers shall have the right to examine and comment on any such Tax Return prior to the filing thereof, and such Tax Return will not be filed without the prior written consent of Tax Returns for Income Taxes and five the Sellers, which consent shall not be unreasonably withheld or delayed, (53) business the Sellers shall provide such written consent or notice of objection no later than 15 days before it the Return is due and (4) the Sellers shall reimburse the Purchaser five days before the filing date of such Tax Return for all other Tax Returns (any amount, determined in each case taking all validly-requested extensions into accountaccordance with Section 4.05(b)(ii) and shall make or cause to be made any and all changes Section 7.01, owed by the Sellers with respect to such Tax Return reasonably requested that is in excess of any amounts previously paid by Purchaser relating to the Pre-Closing Tax Period by notice given at least five (5) business days before Sellers in respect of such Tax Return is due in the case liability by way of estimated Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns and (B) such Tax Return shall be filed (as so approved payments or modified) on a timely basis by the applicable party or entity; and, provided, further, that Purchaser shall pay to Seller no later than five (5) business days before such Tax Return is due in the case of Tax Returns for Income Taxes and at least two (2) business days before it is due for all other Tax Returns the amount of Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period shown to be due on such Tax Return to the extent that such amount exceeds the amount of such Taxes for the portion of the Straddle Period that constitutes a Pre-Closing Tax Period reflected on a dollar for dollar basis in the calculation of the WVS-I Closing Working Capitalotherwise. (ii) All Tax Returns for any tax period that includes the Closing Date shall be filed on the basis that the relevant tax period ended as of the close of business on the Closing Date (and thus that Section 9.02(b)(i) does not apply), unless such a Tax Return would be clearly contrary to Applicable Law. (iii) In the case of any Taxes payable in respect of a Straddle Period, (i) real, personal and intangible property the portion of any such Taxes (“Property Taxes”) of WVS-I B.V. and WVS-I U.S. (and their subsidiaries) for that is allocable to the Pre-Closing Tax Period shall be equal to the amount which would be payable if the taxable period ended on the Closing Date. In making such allocation, any item of income, gain, loss, deduction or other tax item that cannot be specifically allocated to the period before or after the Closing Date shall be allocated to the Pre-Closing Tax Period in an amount determined by multiplying such Property Taxes for the entire Straddle Period multiplied item by a fraction, fraction the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period; . (iii) Any dispute between the parties under this Section 4.05(b) shall be resolved by the Independent Expert under the principles of Section 4.05(a)(iii), except that every effort shall be made by the parties and (ii) the Taxes of WVS-I B.V. and WVS-I U.S. (and their subsidiaries) (other than Property Taxes) Independent Expert to resolve the dispute prior to the due date for the portion of the Straddle Period that constitutes a Pre-Closing applicable Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date (and for such purpose, the Tax Period of any partnership or other pass-through entity in which WVS-I B.V. and WVS-I U.S. (and their subsidiaries) holds a beneficial interest shall be deemed to terminate at such time)Return.