Common use of Tax Returns Due After the Closing Date Clause in Contracts

Tax Returns Due After the Closing Date. Buyer shall cause Centrahoma JV to prepare and duly file all Tax Returns that are required to be filed after the Closing Date by or with respect to Centrahoma JV, including any such Tax Return covering any Taxable year or Taxable period commencing before and ending after the Effective Time (the “Straddle Period”). Buyer shall provide drafts of Tax Returns for a Straddle Period (or any period ending on or before the Effective Time that Buyer is required to file) to Parent for Parent’s review no later than 10 days prior to the due date of such Tax Returns, and Buyer shall consider in good faith any comments provided by Parent. With respect to Taxes not based upon or related to income or receipts for a Straddle Period (or any period on or before the Effective Time that Buyer is required to file), upon notice from Buyer, Parent shall pay to Buyer, prior to the due date for any such Tax Return, an amount equal to Seller’s share of such Taxes, except to the extent that such Taxes have been taken into account as a Current Liability in the determination of Net Working Capital or taken into account under the ARMC Purchase Agreement. For purposes of this section, Seller’s share of Taxes not based upon or related to income or receipts for a Straddle Period shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Effective Time and the denominator of which is the number of days in the Straddle Period.

Tax Returns Due After the Closing Date. Buyer shall cause Centrahoma JV Antero Midstream to prepare and duly file all Tax Returns that are required to be filed after the Closing Date by or with respect to Centrahoma JVAntero Midstream, including any such Tax Return covering any Taxable year or Taxable period commencing before and ending after the Effective Time (the “Straddle Period”). Buyer shall provide drafts of Tax Returns for a Straddle Period (or any period ending on or before the Effective Time that Buyer is required to file) to Parent Seller for ParentSeller’s review no later than 10 days prior to the due date of such Tax Returns, and Buyer shall consider in good faith any comments provided by ParentSeller. With respect to Taxes not based upon or related to income or receipts for a Straddle Period (or any period ending on or before the Effective Time that Buyer is required to file), upon notice from Buyer, Parent Seller shall pay to Buyer, prior to the due date for any such Tax Return, an amount equal to Seller’s share of such Taxes, except to the extent that such Taxes have been taken into account as a Current Liability in the determination of Net Working Capital or taken into account under the ARMC Purchase AgreementCapital. For purposes of this section, Seller’s share of Taxes for a Straddle Period shall (i) in the case of Taxes not based upon or related to income or receipts for a Straddle Period shall receipts, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on the Effective Time and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case of any Tax based upon or related to income or receipts, be deemed to be the amount which would be payable if (A) the Straddle Period ended on the Effective Time, and (B) any net operating losses (existing as of the Effective Time) of Antero Midstream could be and were used first to offset income or receipts attributable to the portion of the Straddle Period ending on the Effective Time. For the avoidance of doubt, notwithstanding anything else in this Agreement, Seller shall not be liable for any Tax liabilities of Antero Midstream resulting from the transactions contemplated by this Agreement.