Common use of Pre-Closing Tax Returns Clause in Contracts

Pre-Closing Tax Returns. Sellers shall prepare and timely file, or shall cause to be prepared and timely filed, (taking into account all valid extensions) any and all Tax Returns of each Company Group Member (and, if applicable, each Joint Venture Entity) covering a Tax period ending on or before the Closing Date that are required to be filed after the Closing Date (each, a “Pre-Closing Tax Return”), and each such Pre-Closing Tax Return shall be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Sellers shall provide a copy of each such Pre-Closing Tax Return, together with all supporting documentation and workpapers to Purchaser for Purchaser’s review and comment at least thirty (30) days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return. Purchaser shall provide any reasonable comments in writing to Sellers at least five (5) Business Days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return, which Sellers shall take into consideration in good faith prior to filing such Pre-Closing Tax Return. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Tax Period, Sellers shall pay to Purchaser or to the appropriate Governmental Authority the amount of any Pre-Closing Taxes with respect to such Tax Return.

Pre-Closing Tax Returns. Sellers shall prepare and timely file, or shall will cause to be prepared and timely filed, (taking into account all valid extensions) any and all each Tax Returns Return of each Company Group Member (and, if applicable, each Joint Venture Entity) covering Pipelogic for a Pre-Closing Tax period ending on or before the Closing Date Period that are is required to be filed by Pipelogic after the Closing Date (each, a “Pre-Closing Tax Return”), and each . Such Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Legal Requirements. At least thirty (30) days (or such shorter period as required to timely file such Tax Returns) prior to the due date for filing such Pre-Closing Tax Return shall be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Return, Sellers shall provide will deliver a copy of each such Pre-Closing Tax Return, together with all supporting documentation and workpapers workpapers, to Purchaser Buyer for Purchaser’s its review and comment at least thirty comment. Sellers will revise such Pre-Closing Tax Return to reflect any reasonable comments received from Buyer and, not later than five (305) days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return. Purchaser shall provide any reasonable comments in writing to Sellers at least five (5) Business Days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return, which Sellers shall take into consideration in good faith prior to filing will provide such revised Pre-Closing Tax ReturnReturn to Buyer (executed, as may be required, by any present or former authorized owners or officers of Pipelogic) for filing by Buyer with the appropriate Governmental Authority. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Tax Return for a such Pre-Closing Tax PeriodReturn, Sellers shall will pay to Purchaser (or to at the appropriate Governmental Authority direction of) Buyer the amount of any Pre-Closing Seller Taxes with respect to such Pre-Closing Tax Return.

Pre-Closing Tax Returns. Sellers Seller shall prepare and timely file, or shall cause to be prepared and timely filed, (taking into account all valid extensions) any and all Tax Returns of each the Company Group Member (and, if applicable, each Joint Venture Entity) covering a Tax period ending on or before the Closing Date that are required to be filed after the Closing Date for all Pre- Closing Tax Periods (each, a “Pre-Closing Tax ReturnReturns”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Not later than 10 days prior to the due date for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period), Seller shall deliver a copy of such Tax Return, together with supporting documentation, to Buyer, for Buyer’s review and each reasonable comment. Seller will consider such comments in good faith. Buyer will cause such Pre-Closing Tax Return shall (as revised by Seller) to be prepared in a manner consistent with past custom timely filed, will pay all Taxes shown as due and practice except as otherwise required by applicable Law. Sellers shall payable on such Pre- Closing Tax Return and will provide a copy of each such Pre-Closing Tax Return, together with all supporting documentation Return and workpapers evidence of filing to Purchaser for Purchaser’s review and comment at least thirty (30) days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return. Purchaser shall provide any reasonable comments in writing to Sellers at least five (5) Business Days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return, which Sellers shall take into consideration in good faith prior to filing such Pre-Closing Tax ReturnSeller. Not later than five (5) three days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Tax PeriodReturn, Sellers Seller shall pay to Purchaser or to the appropriate Governmental Authority Buyer the amount of any Pre-Closing Seller Taxes with respect to reflected on such Tax Return.. (ii)

Pre-Closing Tax Returns. The Sellers shall prepare and timely file, or shall will cause to be prepared and timely filed, (taking into account all valid extensions) any and all each Tax Returns Return of each Company Group Member (and, if applicable, each Joint Venture Entity) covering for a Pre-Closing Tax period ending on or before the Closing Date that are required to be filed after the Closing Date Period (each, a “Pre-Closing Tax Return”), and each such Pre-Closing Tax Return shall be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Sellers shall provide a copy of each such Pre-Closing Tax Return, together with all supporting documentation and workpapers to Purchaser for Purchaser’s review and comment at At least thirty (30) 30 days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return. Purchaser shall provide any reasonable comments in writing to Sellers at least five (5) Business Days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return, the Sellers will deliver a copy of such Pre-Closing Tax Return (other than a Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax Period, for which a copy shall be delivered to Buyer contemporaneously with such filing), together with all supporting documentation and workpapers, to Buyer for its review and comment. The Sellers shall take into consideration in good faith will revise such Pre-Closing Tax Return to reflect any reasonable comments received from Buyer and, not later than five days prior to the due date for filing such Pre-Closing Tax Return, will provide such revised Pre-Closing Tax Return to Buyer (executed, as may be required, by any present or former authorized owners or officers of Company) for filing by Buyer with the appropriate Governmental Authority. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Tax Return for a such Pre-Closing Tax PeriodReturn, the Sellers shall will pay to Purchaser (or to at the appropriate Governmental Authority direction of) Buyer the amount of any Pre-Closing Seller Taxes with respect to such Pre-Closing Tax Return.

Pre-Closing Tax Returns. Sellers Seller shall prepare and timely file, or shall cause to be prepared prepared, in a manner consistent with the past practices of the Company, and timely file or cause to be timely filed, (taking into account all valid extensions) any and all Tax Returns of each the Company Group Member (and, if applicable, each Joint Venture Entity) covering a Tax for any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period” and such Tax Returns, “Pre-Closing Tax Returns”) that are required to be filed after on or prior to the Closing Date (eachtaking into account extensions) or that are consolidated, a “combined, or unitary Tax Returns. Seller shall pay (or cause to be paid) to the applicable Tax Authority all taxes shown to be due on any such Tax Return. With respect to any Pre-Closing Tax Return”Returns (other than consolidated, combined, or unitary Tax Returns), and each such Pre-Closing Tax Return shall be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Sellers shall provide a copy at least 30 days before the due date of each such any Pre-Closing Tax Return, together with all supporting documentation and workpapers Seller will provide a draft copy of such Tax Return to Purchaser Buyer for PurchaserBuyer’s review and comment at least thirty (30) days prior to the due date (taking comment. Seller shall take into account all valid extensions) for filing any reasonable changes requested by Buyer before finalizing such Tax Return. Buyer shall not file or amend, or cause the Company to file or amend, any Pre-Closing Tax Return. Purchaser Return of the Company without the prior written consent of Seller, if such amendment would increase taxes for which Seller is liable pursuant to Section 12.2; provided, that Seller’s consent shall provide any reasonable comments in writing to Sellers at least five (5) Business Days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Returnnot be unreasonably withheld, which Sellers shall take into consideration in good faith prior to filing such Pre-Closing Tax Return. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Tax Period, Sellers shall pay to Purchaser delayed or to the appropriate Governmental Authority the amount of any Pre-Closing Taxes with respect to such Tax Returnconditioned.

Pre-Closing Tax Returns. Sellers Seller shall prepare and timely file, or shall cause to be prepared prepared, in a manner consistent with the past practices of Seller and the Group Companies, and timely file or cause to be timely filed, (taking into account all valid extensions) any and all Tax Returns of each Company the Group Member (and, if applicable, each Joint Venture Entity) covering a Tax Companies for any taxable period ending on or before the Closing Date (a “Pre-Closing Tax Period” and such Tax Returns, “Pre-Closing Tax Returns”) that are required to be filed on or prior to the Closing Date or that are consolidated, combined, or unitary Tax Returns. Seller shall pay (or cause to be paid) to the applicable Tax Authority all taxes shown to be due on any Pre-Closing Tax Return. With respect to any Pre-Closing Tax Returns required to be filed after the Closing Date (eachother than consolidated, a “Pre-Closing combined, or unitary Tax Return”Returns), and each such Pre-Closing Tax Return shall be prepared in a manner consistent with past custom and practice except as otherwise required by applicable Law. Sellers shall provide a copy at least 60 days before the due date of each such any Pre-Closing Tax Return, together with all supporting documentation and workpapers Seller will provide a draft copy of such Tax Return to Purchaser Buyer for PurchaserBuyer’s review and comment at least thirty (30) days prior to the due date (taking comment. Seller shall take into account all valid extensions) for filing any reasonable changes requested by Buyer before finalizing such Pre-Closing Tax Return. Purchaser Seller shall provide any reasonable comments in writing to Sellers at least five (5) Business Days prior to the due date (taking into account all valid extensions) a final copy of such Tax Return for filing together with an amount equal to any taxes shown to be due on such Pre-Closing Tax Return, which Sellers and Buyer shall take into consideration in good faith prior thereafter cause the Group Company to filing execute and timely file such Pre-Closing Tax Return. Not later than five (5) days prior to the due date for payment of Taxes with respect to Returns and shall timely remit any Tax Return for a Pre-Closing Tax Period, Sellers shall pay to Purchaser or to the appropriate Governmental Authority the amount of any Pre-Closing Taxes taxes payable with respect to such Tax Return. Buyer shall not file or amend, or cause any Group Company to file or amend, any Pre-Closing Tax Return of such Group Company without the prior written consent of Seller; provided, that Seller’s consent shall not be unreasonably withheld, delayed or conditioned.

Pre-Closing Tax Returns. Sellers Seller shall prepare and timely file, or shall cause to be prepared and timely filed, (taking into account all valid extensions) any and all Tax Returns of each the Company Group Member (and, if applicable, each Joint Venture Entity) covering a Tax period ending on or before the Closing Date that are required to be filed after the Closing Date for all Pre- Closing Tax Periods (each, a “Pre-Closing Tax ReturnReturns”). Such Pre-Closing Tax Returns shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law. Not later than 10 days prior to the due date for filing any such Pre- Closing Tax Return (other than a Pre-Closing Tax Return relating to sales, use, payroll or other Taxes that is required to be filed contemporaneously with, or promptly after, the close of a Tax period), Seller shall deliver a copy of such Tax Return, together with supporting documentation, to Buyer, for Buyer’s review and each reasonable comment. Seller will consider such comments in good faith. Buyer will cause such Pre-Closing Tax Return shall (as revised by Seller) to be prepared in a manner consistent with past custom timely filed, will pay all Taxes shown as due and practice except as otherwise required by applicable Law. Sellers shall payable on such Pre- Closing Tax Return and will provide a copy of each such Pre-Closing Tax Return, together with all supporting documentation Return and workpapers evidence of filing to Purchaser for Purchaser’s review and comment at least thirty (30) days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return. Purchaser shall provide any reasonable comments in writing to Sellers at least five (5) Business Days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return, which Sellers shall take into consideration in good faith prior to filing such Pre-Closing Tax ReturnSeller. Not later than five (5) three days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Tax PeriodReturn, Sellers Seller shall pay to Purchaser or to the appropriate Governmental Authority Buyer the amount of any Pre-Closing Seller Taxes with respect to reflected on such Tax Return.

Pre-Closing Tax Returns. Sellers Seller shall prepare and timely fileprepare, or shall cause to be prepared and timely filedprepared, at Seller’s expense, (taking into account all valid extensionsi) any combined, consolidated or unitary Tax Return that includes any member of the Seller Group, on the one hand, and the Company, on the other hand (“Combined Tax Returns”) and (ii) all Tax Returns of each (other than any Combined Tax Return) that are required to be filed by or with respect to the Company Group Member (and, if applicable, each Joint Venture Entity) covering a Tax period for taxable periods ending on or before the Closing Date that regardless of when such Tax Returns are required to be filed after due (the Closing Date Tax Returns described in this clause (eachii), a the “Pre-Closing Tax ReturnReturns”), and each . All such Pre-Closing Tax Return Returns shall be prepared in a manner consistent with past custom and the prior practice except as of the Company unless otherwise required by applicable Law. Sellers Seller shall provide a copy to Buyer drafts of each such any Pre-Closing Tax Return, together with all supporting documentation and workpapers to Purchaser Return for PurchaserBuyer’s review and comment at least no later than thirty (30) days before the due date in the case of a Pre-Closing Tax Return that relates to income Taxes and within a reasonable period of time prior to filing of the Tax Return for any non-income Pre-Closing Tax Returns. Seller shall consider in good faith any comments provided by Buyer to any Pre-Closing Tax Returns described in this Section 7.8(c) that are provided to Seller at least seven (7) days prior to the due date (taking into account all valid extensions) for filing such or, in circumstances where drafts of any non-income Pre-Closing Tax Return. Purchaser shall provide any reasonable comments in writing to Sellers at least five Returns have been provided fifteen (515) Business Days prior or fewer days to the due date date, at least two (taking into account all valid extensions) for filing such Pre-Closing Tax Return, which Sellers shall take into consideration in good faith prior to filing such Pre-Closing Tax Return. Not later than five (52) days prior to the due date for payment of Taxes with respect date) and thereafter shall execute and timely file or cause to any Tax Return for a be executed and timely filed all such Pre-Closing Tax Period, Sellers Returns and shall pay or cause to Purchaser or be paid the Taxes shown as payable thereon (to the appropriate Governmental Authority extent that any such Taxes were not otherwise included in the amount calculation of Net Working Capital, Company Taxes Payable, or otherwise in determining the Closing Cash Payment, in which case, Buyer shall pay or cause to be paid any Pre-Closing Taxes with respect to such Tax ReturnTaxes).

Pre-Closing Tax Returns. Sellers Seller shall prepare and timely file, or shall cause to be prepared and timely filed, (taking into account each Tax Return of Medegen for all valid extensions) any and all Tax Returns of each Company Group Member (and, if applicable, each Joint Venture Entity) covering a Tax period taxable periods ending on or before the Closing Date that are required to be filed after the Closing Date (each, a “Pre-Closing Tax Return”), and each such . Such Pre-Closing Tax Return shall be prepared in on a manner basis consistent with past custom and practice practices, except as to the extent otherwise required by applicable Lawa change in Applicable Law affecting such Pre-Closing Tax Return. Sellers Not later than thirty (30) days prior to the due date for filing any such Pre-Closing Tax Return, Seller shall provide deliver a copy of each such Pre-Closing Tax Return, together with all supporting documentation and workpapers workpapers, to Purchaser Buyer for Purchaser’s its review and comment at least thirty (30) days prior to the due date (taking into account all valid extensions) for filing reasonable comment. Buyer shall cause such Pre-Closing Tax Return. Purchaser shall Return (as revised to incorporate Buyer’s reasonable comments) to be timely filed and will provide any reasonable comments in writing a copy to Sellers at least five (5) Business Days prior to the due date (taking into account all valid extensions) for filing such Pre-Closing Tax Return, which Sellers shall take into consideration in good faith prior to filing such Pre-Closing Tax ReturnSeller. Not later than five (5) days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Tax PeriodReturn, Sellers Seller shall pay to Purchaser or to the appropriate Governmental Authority Buyer the amount of any Tax shown as due on such Pre-Closing Taxes with respect to such Tax Return, taking into account any credits and estimated or advance payments of Taxes; provided, however, that, in the event such Pre-Closing Tax Return shows a refund or credit of Taxes, Buyer shall elect to receive a refund (and not a credit) and shall pay such amount to Seller not later than five (5) days following the receipt by Buyer of the Tax refund.