Common use of Tax Returns for Periods Ending on or Before the Closing Date Clause in Contracts

Tax Returns for Periods Ending on or Before the Closing Date. With respect to any Tax Return of the Company or any Subsidiary of the Company for a taxable period ending on or prior to the Closing Date that is due on or after the Closing, Purchaser will, at Purchaser’s expense, timely prepare, or cause to be timely prepared, and timely file, or cause to be timely filed, all Tax Returns, prepared in a manner consistent with past custom and practice of the Company or such Subsidiary (unless otherwise required by Law); provided, that notwithstanding the foregoing or anything in this Agreement to the contrary, such Tax Returns will be prepared in accordance with the Intended Tax Treatment. Subject to the provisions of this Section 7.2, Purchaser will permit Sellers to review and comment on each of such Tax Returns for at least 30 days prior to the due date (with applicable extensions), for any Tax Return not due within 30 days subsequent to Closing, and as soon as reasonably practicable prior to filing, for any Tax Return due within 30 days subsequent to Closing (a “30-Day Return”). Sellers may provide any written comments to Purchaser not later than 15 days after receiving any such Tax Return, for any Tax Return other than a 30-Day Return, or within a commercially reasonable amount of time after receiving any such Tax Return, for any 30-Day Return, and Purchaser will accept the reasonable comments of Sellers. If Sellers do not provide any written comments with such period of review set forth in the immediately preceding sentence, Sellers will be deemed to have accepted such Tax Return. Purchaser shall cause the Company to pay all Taxes shown due on any such Tax Returns for which the Company or any Subsidiary of the Company is liable out of the Cash of the Company (such Taxes, together with the unpaid Company Transaction Expenses and the Taxes described in Section 7.2(b), shall not exceed the Expenses Cap) no later than five days before the date on which such Taxes are required to be paid to any Tax Authority, and Purchaser will timely remit such Taxes. In the event that such Taxes exceed the Expenses Cap, such excess amount shall be paid by the Sellers’ Representative. ​ ​ ​

Tax Returns for Periods Ending on or Before the Closing Date. With respect Buyer shall prepare or cause to any be prepared (in a manner consistent with prior practice to the extent consistent with applicable Laws) and timely file or cause to be timely filed all Tax Return of Returns for the Company or any Subsidiary of the Company Group Companies for a taxable period all periods ending on or prior to the Closing Date that is due on or which are filed after the Closing, Purchaser will, at Purchaser’s expense, timely prepare, or cause to be timely prepared, and timely file, or cause to be timely filed, Closing Date. Buyer shall provide Shareholders’ Representative with copies of all Tax Returns, prepared in a manner consistent with past custom and practice of the Company or such Subsidiary (unless otherwise required by Law); provided, that notwithstanding the foregoing or anything in this Agreement to the contrary, such Tax Returns will be prepared in accordance with the Intended Tax Treatment. Subject to the provisions of this Section 7.2, Purchaser will permit Sellers to review and comment on each of such Tax Returns for its review and comment at least 30 forty (40) days prior to the due date applicable filing deadline (including any applicable extensions thereof) and make such revisions to such Tax Returns as are reasonably requested by the Shareholders’ Representative at least ten (10) days prior to such applicable filing deadline (including any applicable extensions thereof). To the maximum extent permitted under applicable Law, any compensation deductions and other Transaction Costs of any Group Company arising in connection with applicable extensionsthe transactions contemplated by this Agreement shall be reflected on the Tax Returns of the Group Companies for the Pre-Closing Tax Period (or portion thereof) ending on the Closing Date. Without the prior written consent of the Shareholders’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall not permit any Person to, (i) voluntarily approach any Governmental Entity regarding any Tax (regardless whether asserted or unasserted) for any taxable period ending on or before the Closing Date or Tax Return of any Group Company that was initially due on or before the Closing Date, including entering into any “voluntary disclosure program” with any Governmental Entity; (ii) amend or re-file any Tax Return not due within 30 days subsequent of a Group Company with respect to Closing, and as soon as reasonably practicable prior to filing, for any taxable period (or portion thereof) ending on or before the Closing Date; (iii) make any Tax Return due within 30 days subsequent to election for a Group Company with an effect on or before the Closing Date; or (iv) file a “30-Day Return”). Sellers may provide any written comments to Purchaser not later than 15 days after receiving any such Tax Return, for any Tax Return other than of a 30-Day Return, Group Company with respect to any taxable period (or within portion thereof) ending on or before the Closing Date in any jurisdiction if such Group Company did not file a commercially reasonable amount of time after receiving any comparable Tax Return in such Tax Return, for any 30-Day Return, and Purchaser will accept the reasonable comments of Sellers. If Sellers do not provide any written comments with such period of review set forth jurisdiction in the immediately preceding sentence, Sellers will be deemed to have accepted such Tax Return. Purchaser shall cause the Company to pay all Taxes shown due on any such Tax Returns for which the Company or any Subsidiary of the Company is liable out of the Cash of the Company (such Taxes, together with the unpaid Company Transaction Expenses and the Taxes described in Section 7.2(b), shall not exceed the Expenses Cap) no later than five days before the date on which such Taxes are required to be paid to any Tax Authority, and Purchaser will timely remit such Taxes. In the event that such Taxes exceed the Expenses Cap, such excess amount shall be paid by the Sellers’ Representative. ​ ​ ​period.

Tax Returns for Periods Ending on or Before the Closing Date. With respect to Seller shall prepare any Tax Return of the Returns required to be filed by each Company or any and Subsidiary of a Company under the Company Laws of any jurisdiction for a taxable period all periods ending on or prior to the Closing Date that is due on or after the Closing, Purchaser will, at Purchaser’s expense, timely prepare, or cause to Date. Each such Tax Return shall be timely prepared, and timely file, or cause to be timely filed, all Tax Returns, prepared in a manner that is consistent with past custom the historic practices and practice procedures of the such Company or such Subsidiary (unless otherwise required by Law); provided, that notwithstanding the foregoing or anything in this Agreement and shall be subject to the contrary, Purchaser’s review and approval before filing. Seller shall make drafts of all such Tax Returns will required to be prepared in accordance with filed after the Intended Tax Treatment. Subject to the provisions of this Section 7.2, Purchaser will permit Sellers to date hereof available for Purchaser’s review and comment on each of such Tax Returns for at least 30 days approval, no later than twenty (20) Business Days prior to the due date (with applicable extensions), for any filing such Tax Return not due within 30 days subsequent Returns. Seller shall cause each Company and Subsidiary to Closing, and as soon as reasonably practicable timely file all such Tax Returns required to be filed by such Company or Subsidiary on or prior to filing, for any Tax Return due within 30 days subsequent the Closing Date (taking into account extensions actually obtained on or prior to the Closing (a “30-Day Return”Date). Sellers may provide any written comments to Purchaser not later than 15 days after receiving any such Tax Return, for any Tax Return other than a 30-Day Return, or within a commercially reasonable amount of time after receiving any such Tax Return, for any 30-Day Return, and Purchaser will accept the reasonable comments of Sellers. If Sellers do not provide any written comments with such period of review set forth in the immediately preceding sentence, Sellers will be deemed to have accepted such Tax Return. Purchaser shall cause the each such Company and Subsidiary to pay timely file all Taxes shown due on any such Tax Returns for which the required to be filed by such Company or any Subsidiary after the Closing Date (taking into account extensions actually obtained on or prior to the Closing Date). Seller shall duly and timely pay to Purchaser an amount equal to the Liabilities for Taxes for such periods to the extent that they are not reflected as liabilities in the calculation of the Company is liable out of the Cash of the Company (Final Net Working Capital Amount. Seller shall make such Taxes, together with the unpaid Company Transaction Expenses and the Taxes described in Section 7.2(b), shall not exceed the Expenses Cap) payment to Purchaser no later than five days three (3) Business Days prior to the due date for filing the applicable Tax Return (or, if such Liability is determined pursuant to a Tax Proceeding, no later than three (3) Business Days before the date on which such Taxes are Purchaser is required to be paid to any Tax Authoritypay such Tax), and Purchaser will shall timely remit such Taxes. In payment to the event that such Taxes exceed the Expenses Cap, such excess amount shall be paid by the Sellers’ Representative. ​ ​ ​appropriate Governmental Authority.

Tax Returns for Periods Ending on or Before the Closing Date. With respect to any Tax Return of the Company or any Subsidiary of the Company for a taxable period ending on or prior to the Closing Date that is due on or after the Closing, Purchaser Parent will, at PurchaserParent’s expense, timely prepare, or cause to be timely prepared, and timely file, or cause to be timely filed, all Tax Returns, prepared in a manner consistent with past custom and practice of the Company or such Subsidiary (unless otherwise required by Law); provided, that notwithstanding the foregoing or anything in this Agreement to the contrary, such Tax Returns will be prepared in accordance with the Intended Tax Treatment. Subject to the provisions of this Section 7.2, Purchaser Parent will permit Sellers to review and comment on each of such Tax Returns for at least 30 days prior to the due date (with applicable extensions), for any Tax Return not due within 30 days subsequent to Closing, and as soon as reasonably practicable prior to filing, for any Tax Return due within 30 days subsequent to Closing (a “30-Day Return”). Sellers may provide any written comments to Purchaser Parent not later than 15 days after receiving any such Tax Return, for any Tax Return other than a 30-Day Return, or within a commercially reasonable amount of time after receiving any such Tax Return, for any 30-Day Return, and Purchaser Parent will accept the reasonable comments of Sellers. If Sellers do not provide any written comments with such period of review set forth in the immediately preceding sentence, Sellers will be deemed to have accepted such Tax Return. Purchaser Parent shall cause the Company to pay all Taxes shown due on any such Tax Returns for which the Company or any Subsidiary of the Company is liable out of the Cash of the Company (such Taxes, together with the unpaid Company Transaction Expenses and the Taxes described in Section 7.2(b), shall not exceed the Expenses Cap) no later than five days before the date on which such Taxes are required to be paid to any Tax Authority, and Purchaser Parent will timely remit such Taxes. In the event that such Taxes exceed the Expenses Cap, such excess amount shall be paid by the Sellers’ Representative. ​ ​ ​.