Common use of Tax Return Preparation Clause in Contracts

Tax Return Preparation. (i) Following the Closing, Parent shall prepare and file, or shall cause to be prepared and filed, all Tax Returns of the Surviving Corporation and its Subsidiaries required to be filed after the Closing Date. To the extent that the Common Equity Holders have an indemnification obligation pursuant to Section 9.2 of this Agreement, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless such prior practice has been determined to be incorrect or a contrary treatment is required by applicable law (or judicial or administrative interpretations thereof); (B) Parent shall provide the Stockholders' Representative with copies of such Tax Return and a statement calculating related indemnification obligation of and/or amount due from the Common Equity Holders at least 30 days prior to the due date for filing such Tax Return (giving effect to applicable extensions); and (C) the Stockholders' Representative shall have the right to provide comments and proposed amendments in writing for 15 days following receipt thereof. The failure of the Stockholders' Representative to propose any changes to any such Tax Return within such 15 days shall be deemed to be an indication of its approval thereof. Parent and Stockholders' Representative shall attempt in good faith mutually to resolve any dispute regarding such Tax Returns prior to such due date for filing thereof. If Parent and Stockholders' Representative cannot reach an agreement regarding such dispute, the dispute shall be presented to the Accounting Referee the determination of which shall be binding upon both parties, provided, however, that Parent and Stockholders' Representative shall require the Accounting Referee to use its best effort to ensure that such determination is made within ten (10) days but in no event later than five (5) days prior to the due date for the filing of such Tax Return. If the Accounting Referee cannot make its determination within such time frame, Parent shall file the Tax Return as originally proposed subject only to those adjustments mutually agreed by Parent and Stockholders' Representative. To the extent necessary, amendments to any such Tax Return shall be filed based on the Accounting Referee determination. (ii) Notwithstanding anything to the contrary contained in this Agreement, each party shall be responsible for its own costs and expenses incurred in connection with this Section 7.14(c); provided, however, that all costs and expenses of the Accounting Referee shall be paid 50% by the Common Equity Holders and 50% by Parent. (iii) With respect to each Tax Return filed following the Closing by or on behalf of the Surviving Corporation and any of its Subsidiaries for a Straddle Period (a "Straddle Period Tax Return") or for any period ending on or before the Closing Date (a "Pre-Closing Tax Return"), no later than three (3) days prior to the due date of such Tax Return, the Common Equity Holders shall pay to Parent, in immediately available funds, an amount equal to the amount of Taxes (including disputed amounts) for such Straddle Period that are allocable to the Pre-Closing Portion of the Straddle Period and all Taxes for periods included in any Pre-Closing Tax Return all as determined in accordance with the provisions of Section 7.14(h) of this Agreement (but only to the extent such amounts have not been taken into account in determining Net Working Capital). Nothing contained in Section 7.14 (including all subsections thereof) shall be interpreted as (A) limiting the Parent/MergerCo Indemnified Parties' rights to indemnification from the Common Equity Holders pursuant to Section 9.2 or (B) increasing the amount for which the Common Equity Holders are liable pursuant to Section 9.2. (iv) Except as set forth in Section 7.14(h) with respect to Special Items, Parent shall not amend any Tax Returns of the Company or its Subsidiaries filed for any taxable period or portion thereof ending on or prior to the Closing Date without the prior written consent of the Stockholders' Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

Tax Return Preparation. (i) Following the ClosingDeltek shall prepare, Parent shall prepare or cause to be prepared, and file, or shall cause to be prepared and filed, on a timely basis (in each case, at its sole cost and expense) all Tax Returns of the Surviving Corporation and its Subsidiaries required to be filed after prepared for taxable periods ending prior to the Closing DateDate and for Straddle Periods. To the extent that the Common Equity Holders have an indemnification obligation pursuant to Section 9.2 of this Agreement, permitted by Law (Ai) all such Tax Return Returns shall be prepared in a manner consistent with prior past practice unless such prior practice has been determined to be incorrect or a contrary treatment is required by applicable law of Deltek and the Subsidiaries and (or judicial or administrative interpretations thereof); (Bii) Parent shall provide the Stockholders' Representative with copies of all such Tax Return Returns in respect of taxable periods beginning prior to the Closing Date shall be prepared and a statement calculating related indemnification obligation filed on the basis that the relevant taxable period ended as of and/or amount due from the Common Equity Holders at close of business on the day before the Closing Date. At least 30 days prior to the due date for filing such Tax Return (giving effect to applicable including extensions); and (C) the Stockholders' Representative shall have the right to provide comments and proposed amendments in writing for 15 days following receipt thereof. The failure of the Stockholders' Representative to propose any changes to any such Tax Return within such 15 Returns that are Income Tax Returns or Composite Tax Returns and that are due at least 40 days after the Closing Date, Deltek shall be deemed deliver the applicable Tax Return(s) to Shareholders’ Representative for its approval not to be an indication of unreasonably withheld (Deltek shall use its approval thereof. Parent and Stockholders' Representative shall attempt in good faith mutually reasonable efforts to resolve deliver any dispute regarding such Tax Returns prior to such that are due date for filing thereof. If Parent and Stockholders' Representative cannot reach an agreement regarding such dispute, within the dispute shall be presented to the Accounting Referee the determination of which shall be binding upon both parties, provided, however, that Parent and Stockholders' Representative shall require the Accounting Referee to use its best effort to ensure that such determination is made within ten (10) 40 days but in no event later than five (5) at least 10 days prior to the due date for thereof). For this purpose, the filing Shareholders’ Representative’s withholding of such Tax Return. If the Accounting Referee cannot make its determination within such time frame, Parent shall file the approval of a Tax Return as originally proposed subject only to those adjustments mutually agreed by Parent and Stockholders' Representative. To the extent necessary, amendments to any such Tax Return shall be filed based on the Accounting Referee determination. (ii) Notwithstanding anything to the contrary contained in this Agreement, each party shall be responsible for its own costs and expenses incurred in connection with this Section 7.14(c); provided, however, that all costs and expenses of the Accounting Referee shall be paid 50% by the Common Equity Holders and 50% by Parent. (iii) With respect to each Tax Return filed following the Closing by or on behalf of the Surviving Corporation and any of its Subsidiaries for a Straddle Period (a "Straddle Period Tax Return") or for any period ending that ends on or before the Closing Date, based upon Deltek’s failure to adopt in such Tax Return an alternative reporting position suggested by the Shareholders’ Representative, shall be deemed reasonable if the reporting position proposed by the Shareholders’ Representative on such Tax Return has a “reasonable basis,” as defined in Section 6662 of the Code and is not inconsistent with past practice. In the event of a disagreement between Deltek and Shareholders’ Representative, Deltek and Shareholders’ Representative shall select a certified public accountant, which may include the certified public accountant currently used by Deltek, to resolve such dispute and the decision of such certified public accountant shall be binding on both Deltek and Shareholders’ Representative. Deltek shall timely pay all Taxes shown due with respect to Tax Returns filed after the Closing Date and shall be entitled to receive reimbursement for such Taxes which are Shareholders’ Taxes within two (a "Pre-Closing Tax Return"), no later than three (32) days prior of the payment thereof (such payment to be by wire transfer to the due date account of such Tax Return, the Common Equity Holders Deltek); provided that reimbursement for any Composite Taxes shall pay to Parent, in be made immediately available funds, an amount equal to the amount of Taxes (including disputed amounts) for such Straddle Period that are allocable to the Pre-Closing Portion out of the Straddle Period and all Taxes for periods included in any Pre-Closing Tax Return all as determined in accordance with the provisions of Section 7.14(h) of this Agreement (but only Escrow to the extent such amounts have not been taken into account in determining Net Working Capital). Nothing contained provided in Section 7.14 (including all subsections thereof) shall be interpreted as (A) limiting the Parent/MergerCo Indemnified Parties' rights to indemnification from the Common Equity Holders pursuant to Section 9.2 or (B) increasing the amount for which the Common Equity Holders are liable pursuant to Section 9.2. (iv) Except as set forth in Section 7.14(h) with respect to Special Items, Parent shall not amend any Tax Returns of the Company or its Subsidiaries filed for any taxable period or portion thereof ending on or prior to the Closing Date without the prior written consent of the Stockholders' Representative (which consent shall not be unreasonably withheld, conditioned or delayed9.2(b)(iii).

Tax Return Preparation. (ia) Following the Closing, Parent shall prepare and file, or Securityholders’ Representative shall cause to be prepared (and Parent shall cause to be subsequently filed, ) in a timely manner all Tax Returns of the Surviving Corporation and its Subsidiaries related to Pre-Closing Tax Periods (other than Tax Returns for a Straddle Period) which are required to be filed by the Company and its Subsidiaries, to the extent such Tax Returns are due after the Closing Date. To For the extent that avoidance of doubt, Securityholders’ Representative shall be entitled to use funds from the Common Equity Holders have an indemnification obligation pursuant SR Escrow Amount to Section 9.2 of this Agreement, (A) engage any third party service providers to assist with such Tax Return shall be prepared preparation in a manner consistent with prior practice unless such prior practice has been determined to be incorrect or a contrary treatment is required by applicable law (or judicial or administrative interpretations thereof); (B) Parent its sole discretion. Securityholders’ Representative shall provide the Stockholders' Representative Parent with copies a copy of each such Tax Return and a statement calculating related indemnification obligation of and/or amount due from the Common Equity Holders at least 30 thirty (30) days prior to the due date for filing of such Tax Return (giving effect to applicable extensions); including any extensions thereof) and (C) the Stockholders' Representative Parent shall have the right to review and comment on such Tax Return for a period of twenty (20) days after receipt thereof or, if required to be filed within thirty (30) days after the Closing Date, Securityholders’ Representative shall provide comments Parent with a copy of each such Tax Return as soon as possible following the Closing Date and proposed amendments sufficiently in writing for 15 days following receipt thereofadvance of filing so Parent shall have a reasonable opportunity to review and comment on such Tax Return, and Securityholders’ Representative shall make such changes to such Tax Returns as are reasonably requested by Parent. The failure of the Stockholders' Representative to propose any changes With respect to any such Tax Return within such 15 days shall be deemed to be an indication of its approval thereof. Parent and Stockholders' Representative shall attempt in good faith mutually to resolve any dispute regarding such Tax Returns prior to such due date for filing thereof. If Parent and Stockholders' Representative cannot reach an agreement regarding such dispute, the dispute shall be presented to the Accounting Referee the determination of which shall be binding upon both parties, provided, however, that Parent and Stockholders' Representative shall require the Accounting Referee to use its best effort to ensure that such determination is made within ten (10) days but in no event later than five (5) days prior to the due date for the filing of such Tax Return. If the Accounting Referee cannot make its determination within such time frame, Parent shall file the Tax Return as originally proposed subject only to those adjustments mutually agreed by Parent and Stockholders' Representative. To the extent necessary, amendments to any such Tax Return shall be filed based on the Accounting Referee determination. (ii) Notwithstanding anything to the contrary contained in this Agreement, each party shall be responsible for its own costs and expenses incurred in connection with this Section 7.14(c); provided, however, that all costs and expenses of the Accounting Referee shall be paid 50% by the Common Equity Holders and 50% by Parent. (iii) With respect to each Tax Return filed following the Closing by or on behalf of the Surviving Corporation and any of its Subsidiaries for a Straddle Period (a "Straddle Period Tax Return") or for any period ending on or before after the Closing Date (a "that relates to any Pre-Closing Tax Return")Period and upon the request of the Securityholders’ Representative, no later than the Escrow Agent shall make a distribution from the Escrow Amount to the Parent three (3) days prior to the due date filing of such Tax Return, the Common Equity Holders shall pay to Parent, in immediately available funds, an amount equal to Returns the amount of Taxes (including disputed amounts) for the aggregate Tax liabilities due, if any, with respect to such Straddle Period that are allocable to the Pre-Closing Portion of the Straddle Period and all Taxes for periods included in any Pre-Closing Tax Return all as determined in accordance with Periods; provided, however, that for purposes of determining the provisions of Section 7.14(h) of this Agreement (but only to the extent such amounts have not been taken into account in determining Net Working Capital). Nothing contained in Section 7.14 (including all subsections thereof) shall be interpreted as (A) limiting the Parent/MergerCo Indemnified Parties' rights to indemnification from the Common Equity Holders pursuant to Section 9.2 or (B) increasing the amount for which the Common Equity Holders are liable pursuant to Section 9.2. (iv) Except as set forth in Section 7.14(h) with respect to Special Items, Parent shall not amend any Tax Returns of the Company or its Subsidiaries filed for any taxable period or portion thereof ending on or prior to the Closing Date without the prior written consent of the Stockholders' Representative (which consent shall not be unreasonably withheld, conditioned or delayed).liability due with