Common use of Tax Return Procedures for Mixed Business Tax Returns Clause in Contracts

Tax Return Procedures for Mixed Business Tax Returns. (a) Logiq shall prepare all, if any, Mixed Business Tax Returns consistent with historical practice and the Tax Representation Letter unless otherwise required by Law or agreed to in writing by Lova. In the event that there is no historical practice for reporting a particular item or matter, Logiq shall determine the reporting of such item or matter provided that such determination is, in the reasonable opinion of Logiq, at least more likely than not to be sustained. In connection with the preparation of any Mixed Business Tax Return, Lova will assist and cooperate with Logiq with respect to Logiq’s preparation of any such Mixed Business Tax Return, including assisting Logiq in the preparation of a pro forma Tax Return for Lova and any AppLogiq Entity to be used in determining the Lova Allocable Portion with respect to such Mixed Business Tax Return. (b) In connection with any Mixed Business Tax Return, no later than 30 days prior to the Due Date of each such Tax Return, Logiq shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) and a document determining the Lova Allocable Portion of Taxes with respect to such Mixed Business Tax Return to Lova. The failure of Logiq to make available any such materials described in the preceding sentence to Lova within the time frame described in the preceding sentence shall not relieve Lova of any obligation which it may have to Logiq under this Agreement except to the extent that Lova is actually prejudiced by such failure. Lova shall have access to any and all data and information necessary for the preparation of any such Mixed Business Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than 15 days after receipt of such Mixed Business Tax Returns (and related documents), Lova shall have a right to object to such Mixed Business Tax Return (or items with respect thereto, including the Lova Allocable Portion with respect to such Mixed Business Tax Return) by written notice to Logiq; such written notice shall contain such disputed item (or items) and the basis for its objection. Lova shall pay to Logiq no later than five days prior to the Due Date of each such Tax Return the Lova Allocable Portion of Taxes shown as due and payable on such Mixed Business Tax Return (net of any prepayment made against such amount). (c) With respect to a Mixed Business Tax Return delivered by Logiq to Lova pursuant to Section 2.02(b), if Lova does not object by proper written notice described in Section 2.02(b), such Mixed Business Tax Return and the calculation of the Lova Allocable Portion with respect thereto shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.02 (c). If Lova does object by proper written notice described in Section 2.02(b), Logiq and Lova shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, if Logiq and Lova have not resolved the disputed item or items by the day five days prior to the Due Date of such Mixed Business Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.02(a) (revised to reflect all initially disputed items that Logiq and Lova have agreed upon prior to such date). In the event that a Mixed Business Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.02(b) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Section 7.01 (interpreted without regard to the requirement that the Accounting Firm render a determination no later than the Due Date of the Tax Return at issue). In the event that the resolution of such disputed item (or items) in accordance with Section 7.01 with respect to a Mixed Business Tax Return is inconsistent with such Mixed Business Tax Return as filed, Logiq (with cooperation from Lova, if necessary) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Mixed Business Tax Return is adjusted as a result of a resolution pursuant to this Section 2.02(c), proper adjustment shall be made to the amounts previously paid or required to be paid in a manner that reflects such resolution.

Tax Return Procedures for Mixed Business Tax Returns. (a) Logiq Tech shall prepare all, if any, Mixed Business Tax Returns consistent with historical practice practice, the Opinion, and the Tax Representation Letter unless otherwise required by Law or agreed to in writing by LovaFuels. In the event that there is no historical practice for reporting a particular item or matter, Logiq Tech shall determine the reporting of such item or matter provided that such determination is, in the reasonable opinion of LogiqTech, at least more likely than not to be sustained. In connection with the preparation of any Mixed Business Tax Return, Lova Fuels will assist and cooperate with Logiq Tech with respect to LogiqTech’s preparation of any such Mixed Business Tax Return, including assisting Logiq Tech in the preparation of a pro forma Tax Return for Lova Fuels and any AppLogiq Fuels Entity to be used in determining the Lova Fuels Allocable Portion with respect to such Mixed Business Tax Return. (b) In connection with any Mixed Business Tax Return, no later than 30 days prior to the Due Date of each such Tax Return, Logiq Tech shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) and a document determining the Lova Fuels Allocable Portion of Taxes with respect to such Mixed Business Tax Return to LovaFuels. The failure of Logiq Tech to make available any such materials described in the preceding sentence to Lova Fuels within the time frame described in the preceding sentence shall not relieve Lova Fuels of any obligation which it may have to Logiq Tech under this Agreement except to the extent that Lova Fuels is actually prejudiced by such failure. Lova Fuels shall have access to any and all data and information necessary for the preparation of any such Mixed Business Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than 15 days after receipt of such Mixed Business Tax Returns (and related documents), Lova Fuels shall have a right to object to such Mixed Business Tax Return (or items with respect thereto, including the Lova Fuels Allocable Portion with respect to such Mixed Business Tax Return) by written notice to LogiqTech; such written notice shall contain such disputed item (or items) and the basis for its objection. Lova Fuels shall pay to Logiq Tech no later than five days prior to the Due Date of each such Tax Return the Lova Fuels Allocable Portion of Taxes shown as due and payable on such Mixed Business Tax Return (net of any prepayment made against such amount). (c) With respect to a Mixed Business Tax Return delivered by Logiq Tech to Lova Fuels pursuant to Section 2.02(b), if Lova Fuels does not object by proper written notice described in Section 2.02(b), such Mixed Business Tax Return and the calculation of the Lova Fuels Allocable Portion with respect thereto shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.02 (c). If Lova Fuels does object by proper written notice described in Section 2.02(b), Logiq Tech and Lova Fuels shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, if Logiq Tech and Lova Fuels have not resolved the disputed item or items by the day five days prior to the Due Date of such Mixed Business Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.02(a) (revised to reflect all initially disputed items that Logiq Tech and Lova Fuels have agreed upon prior to such date). In the event that a Mixed Business Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.02(b) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Section 7.01 8.01 (interpreted without regard to the requirement that the Accounting Firm render a determination no later than the Due Date of the Tax Return at issue). In the event that the resolution of such disputed item (or items) in accordance with Section 7.01 8.01 with respect to a Mixed Business Tax Return is inconsistent with such Mixed Business Tax Return as filed, Logiq Tech (with cooperation from LovaFuels, if necessary) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Mixed Business Tax Return is adjusted as a result of a resolution pursuant to this Section 2.02(c), proper adjustment shall be made to the amounts previously paid or required to be paid in a manner that reflects such resolution.

Tax Return Procedures for Mixed Business Tax Returns. (a) Logiq Timken shall prepare all, if any, all Mixed Business Tax Returns consistent with historical practice practice, the Opinion, and the Tax Representation Letter unless otherwise required by Law or agreed to in writing by LovaTimkenSteel. In the event that there is no historical practice for reporting a particular item or matter, Logiq Timken shall determine the reporting of such item or matter provided that such determination is, in the reasonable opinion of LogiqTimken, at least more likely than not to be sustained. In connection with the preparation of any Mixed Business Tax Return, Lova TimkenSteel will assist and cooperate with Logiq Timken with respect to LogiqTimken’s preparation of any such each Mixed Business Tax Return, including assisting Logiq Timken in the preparation of a pro forma Tax Return for Lova TimkenSteel and any AppLogiq TimkenSteel Entity to be used in determining the Lova TimkenSteel Allocable Portion with respect to such Mixed Business Tax Return. (b) In connection with any Mixed Business Tax Return, no later than 30 days prior to the Due Date of each such Tax Return, Logiq Timken shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) and a document determining the Lova TimkenSteel Allocable Portion of Taxes with respect to such Mixed Business Tax Return to LovaTimkenSteel. The failure of Logiq Timken to make available any such materials described in the preceding sentence to Lova TimkenSteel within the time frame described in the preceding sentence shall not relieve Lova TimkenSteel of any obligation which it may have to Logiq Timken under this Agreement except to the extent that Lova TimkenSteel is actually prejudiced by such failure. Lova TimkenSteel shall have access to any and all data and information necessary for the preparation of any all such Mixed Business Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than 15 days after receipt of such Mixed Business Tax Returns (and related documents), Lova TimkenSteel shall have a right to object to such Mixed Business Tax Return (or items with respect thereto, including the Lova TimkenSteel Allocable Portion with respect to such Mixed Business Tax Return) by written notice to LogiqTimken; such written notice shall contain such disputed item (or items) and the basis for its objection. Lova TimkenSteel shall pay to Logiq Timken no later than five days prior to the Due Date of each such Tax Return the Lova TimkenSteel Allocable Portion of Taxes shown as due and payable on such Mixed Business Tax Return (net of any prepayment made against such amount). (c) With respect to a Mixed Business Tax Return delivered by Logiq Timken to Lova TimkenSteel pursuant to Section 2.02(b), if Lova TimkenSteel does not object by proper written notice described in Section 2.02(b), such Mixed Business Tax Return and the calculation of the Lova TimkenSteel Allocable Portion with respect thereto shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.02 (c2.02(c). If Lova TimkenSteel does object by proper written notice described in Section 2.02(b), Logiq Timken and Lova TimkenSteel shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, if Logiq Timken and Lova TimkenSteel have not resolved the disputed item or items by the day five days prior to the Due Date of such Mixed Business Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.02(a) (revised to reflect all initially disputed items that Logiq Timken and Lova TimkenSteel have agreed upon prior to such date). In the event that a Mixed Business Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.02(b) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Section 7.01 8.01 (interpreted without regard to the requirement that the Accounting Firm render a determination no later than the Due Date of the Tax Return at issue). In the event that the resolution of such disputed item (or items) in accordance with Section 7.01 8.01 with respect to a Mixed Business Tax Return is inconsistent with such Mixed Business Tax Return as filed, Logiq Timken (with cooperation from LovaTimkenSteel, if necessary) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Mixed Business Tax Return is adjusted as a result of a resolution pursuant to this Section 2.02(c), proper adjustment shall be made to the amounts previously paid or required to be paid in a manner that reflects such resolution.

Tax Return Procedures for Mixed Business Tax Returns. (a) Logiq Timken shall prepare all, if any, all Mixed Business Tax Returns consistent with historical practice practice, the Opinion, and the Tax Representation Letter unless otherwise required by Law or agreed to in writing by LovaTimkenSteel. In the event that there is no historical practice for reporting a particular item or matter, Logiq Timken shall determine the reporting of such item or matter provided that such determination is, in the reasonable opinion of LogiqTimken, at least more likely than not to be sustained. In connection with the preparation of any Mixed Business Tax Return, Lova TimkenSteel will assist and cooperate with Logiq Timken with respect to LogiqTimken’s preparation of any such each Mixed Business Tax Return, including assisting Logiq Timken in the preparation of a pro forma Tax Return for Lova TimkenSteel and any AppLogiq TimkenSteel Entity to be used in determining the Lova TimkenSteel Allocable Portion with respect to such Mixed Business Tax Return. (b) In connection with any Mixed Business Tax Return, no later than 30 days prior to the Due Date of each such Tax Return, Logiq Timken shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) and a document determining the Lova TimkenSteel Allocable Portion of Taxes with respect to such Mixed Business Tax Return to LovaTimkenSteel. The failure of Logiq Timken to make available any such materials described in the preceding sentence to Lova TimkenSteel within the time frame described in the preceding sentence shall not relieve Lova TimkenSteel of any obligation which it may have to Logiq Timken under this Agreement except to the extent that Lova TimkenSteel is actually prejudiced by such failure. Lova TimkenSteel shall have access to any and all data and information necessary for the preparation of any all such Mixed Business Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than 15 days after receipt of such Mixed Business Tax Returns (and related documents), Lova TimkenSteel shall have a right to object to such Mixed Business Tax Return (or items with respect thereto, including the Lova TimkenSteel Allocable Portion with respect to such Mixed Business Tax Exhibit 10.1 Return) by written notice to LogiqTimken; such written notice shall contain such disputed item (or items) and the basis for its objection. Lova TimkenSteel shall pay to Logiq Timken no later than five days prior to the Due Date of each such Tax Return the Lova TimkenSteel Allocable Portion of Taxes shown as due and payable on such Mixed Business Tax Return (net of any prepayment made against such amount). (c) With respect to a Mixed Business Tax Return delivered by Logiq Timken to Lova TimkenSteel pursuant to Section 2.02(b), if Lova TimkenSteel does not object by proper written notice described in Section 2.02(b), such Mixed Business Tax Return and the calculation of the Lova TimkenSteel Allocable Portion with respect thereto shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.02 (c2.02(c). If Lova TimkenSteel does object by proper written notice described in Section 2.02(b), Logiq Timken and Lova TimkenSteel shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, if Logiq Timken and Lova TimkenSteel have not resolved the disputed item or items by the day five days prior to the Due Date of such Mixed Business Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.02(a) (revised to reflect all initially disputed items that Logiq Timken and Lova TimkenSteel have agreed upon prior to such date). In the event that a Mixed Business Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.02(b) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Section 7.01 8.01 (interpreted without regard to the requirement that the Accounting Firm render a determination no later than the Due Date of the Tax Return at issue). In the event that the resolution of such disputed item (or items) in accordance with Section 7.01 8.01 with respect to a Mixed Business Tax Return is inconsistent with such Mixed Business Tax Return as filed, Logiq Timken (with cooperation from LovaTimkenSteel, if necessary) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Mixed Business Tax Return is adjusted as a result of a resolution pursuant to this Section 2.02(c), proper adjustment shall be made to the amounts previously paid or required to be paid in a manner that reflects such resolution.. Exhibit 10.1

Tax Return Procedures for Mixed Business Tax Returns. (a) Logiq Tech shall prepare all, if any, Mixed Business Tax Returns consistent with historical practice and the Tax Representation Letter unless otherwise required by Law or agreed to in writing by LovaFuels. In the event that there is no historical practice for reporting a particular item or matter, Logiq Tech shall determine the reporting of such item or matter provided that such determination is, in the reasonable opinion of LogiqTech, at least more likely than not to be sustained. In connection with the preparation of any Mixed Business Tax Return, Lova Fuels will assist and cooperate with Logiq Tech with respect to LogiqTech’s preparation of any such Mixed Business Tax Return, including assisting Logiq Tech in the preparation of a pro forma Tax Return for Lova Fuels and any AppLogiq Fuels Entity to be used in determining the Lova Fuels Allocable Portion with respect to such Mixed Business Tax Return. (b) In connection with any Mixed Business Tax Return, no later than 30 days prior to the Due Date of each such Tax Return, Logiq Tech shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) and a document determining the Lova Fuels Allocable Portion of Taxes with respect to such Mixed Business Tax Return to LovaFuels. The failure of Logiq Tech to make available any such materials described in the preceding sentence to Lova Fuels within the time frame described in the preceding sentence shall not relieve Lova Fuels of any obligation which it may have to Logiq Tech under this Agreement except to the extent that Lova Fuels is actually prejudiced by such failure. Lova Fuels shall have access to any and all data and information necessary for the preparation of any such Mixed Business Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than 15 days after receipt of such Mixed Business Tax Returns (and related documents), Lova Fuels shall have a right to object to such Mixed Business Tax Return (or items with respect thereto, including the Lova Fuels Allocable Portion with respect to such Mixed Business Tax Return) by written notice to LogiqTech; such written notice shall contain such disputed item (or items) and the basis for its objection. Lova Fuels shall pay to Logiq Tech no later than five days prior to the Due Date of each such Tax Return the Lova Fuels Allocable Portion of Taxes shown as due and payable on such Mixed Business Tax Return (net of any prepayment made against such amount). (c) With respect to a Mixed Business Tax Return delivered by Logiq Tech to Lova Fuels pursuant to Section 2.02(b), if Lova Fuels does not object by proper written notice described in Section 2.02(b), such Mixed Business Tax Return and the calculation of the Lova Fuels Allocable Portion with respect thereto shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.02 (c). If Lova Fuels does object by proper written notice described in Section 2.02(b), Logiq Tech and Lova Fuels shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, if Logiq Tech and Lova Fuels have not resolved the disputed item or items by the day five days prior to the Due Date of such Mixed Business Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.02(a) (revised to reflect all initially disputed items that Logiq Tech and Lova Fuels have agreed upon prior to such date). In the event that a Mixed Business Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.02(b) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Section 7.01 8.01 (interpreted without regard to the requirement that the Accounting Firm render a determination no later than the Due Date of the Tax Return at issue). In the event that the resolution of such disputed item (or items) in accordance with Section 7.01 8.01 with respect to a Mixed Business Tax Return is inconsistent with such Mixed Business Tax Return as filed, Logiq Tech (with cooperation from LovaFuels, if necessary) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Mixed Business Tax Return is adjusted as a result of a resolution pursuant to this Section 2.02(c), proper adjustment shall be made to the amounts previously paid or required to be paid in a manner that reflects such resolution.

Tax Return Procedures for Mixed Business Tax Returns. (a) Logiq Tech shall prepare all, if any, Mixed Business Tax Returns consistent with historical practice and the Tax Representation Letter unless otherwise required by Law or agreed to in writing by LovaAutomotive. In the event that there is no historical practice for reporting a particular item or matter, Logiq Tech shall determine the reporting of such item or matter provided that such determination is, in the reasonable opinion of LogiqTech, at least more likely than not to be sustained. In connection with the preparation of any Mixed Business Tax Return, Lova Automotive will assist and cooperate with Logiq Tech with respect to LogiqTech’s preparation of any such Mixed Business Tax Return, including assisting Logiq Tech in the preparation of a pro forma Tax Return for Lova Automotive and any AppLogiq Automotive Entity to be used in determining the Lova Automotive Allocable Portion with respect to such Mixed Business Tax Return. (b) In connection with any Mixed Business Tax Return, no later than 30 days prior to the Due Date of each such Tax Return, Logiq Tech shall make available or cause to be made available drafts of such Tax Return (together with all related work papers) and a document determining the Lova Automotive Allocable Portion of Taxes with respect to such Mixed Business Tax Return to LovaAutomotive. The failure of Logiq Tech to make available any such materials described in the preceding sentence to Lova Automotive within the time frame described in the preceding sentence shall not relieve Lova Automotive of any obligation which it may have to Logiq Tech under this Agreement except to the extent that Lova Automotive is actually prejudiced by such failure. Lova Automotive shall have access to any and all data and information necessary for the preparation of any such Mixed Business Tax Returns and the Parties shall cooperate fully in the preparation and review of such Tax Returns. Subject to the preceding sentence, no later than 15 days after receipt of such Mixed Business Tax Returns (and related documents), Lova Automotive shall have a right to object to such Mixed Business Tax Return (or items with respect thereto, including the Lova Automotive Allocable Portion with respect to such Mixed Business Tax Return) by written notice to LogiqTech; such written notice shall contain such disputed item (or items) and the basis for its objection. Lova Automotive shall pay to Logiq Tech no later than five days prior to the Due Date of each such Tax Return the Lova Automotive Allocable Portion of Taxes shown as due and payable on such Mixed Business Tax Return (net of any prepayment made against such amount). (c) With respect to a Mixed Business Tax Return delivered by Logiq Tech to Lova Automotive pursuant to Section 2.02(b), if Lova Automotive does not object by proper written notice described in Section 2.02(b), such Mixed Business Tax Return and the calculation of the Lova Automotive Allocable Portion with respect thereto shall be deemed to have been accepted and agreed upon, and to be final and conclusive, for purposes of this Section 2.02 (c). If Lova Automotive does object by proper written notice described in Section 2.02(b), Logiq Tech and Lova Automotive shall act in good faith to resolve any such dispute as promptly as practicable; provided, however, that, notwithstanding anything to the contrary contained herein, if Logiq Tech and Lova Automotive have not resolved the disputed item or items by the day five days prior to the Due Date of such Mixed Business Tax Return, such Tax Return shall be filed as prepared pursuant to this Section 2.02(a) (revised to reflect all initially disputed items that Logiq Tech and Lova Automotive have agreed upon prior to such date). In the event that a Mixed Business Tax Return is filed that includes any disputed item for which proper notice was given pursuant to Section 2.02(b) that was not finally resolved and agreed upon, such disputed item (or items) shall be resolved in accordance with Section 7.01 8.01 (interpreted without regard to the requirement that the Accounting Firm render a determination no later than the Due Date of the Tax Return at issue). In the event that the resolution of such disputed item (or items) in accordance with Section 7.01 8.01 with respect to a Mixed Business Tax Return is inconsistent with such Mixed Business Tax Return as filed, Logiq Tech (with cooperation from LovaAutomotive, if necessary) shall, as promptly as practicable, amend such Tax Return to properly reflect the final resolution of the disputed item (or items). In the event that the amount of Taxes shown to be due and owing on a Mixed Business Tax Return is adjusted as a result of a resolution pursuant to this Section 2.02(c), proper adjustment shall be made to the amounts previously paid or required to be paid in a manner that reflects such resolution.