Common use of Pre-Closing Tax Returns Clause in Contracts

Pre-Closing Tax Returns. Seller shall cause to be prepared and filed, at Seller’s expense, all Tax Returns for the Acquired Companies which are to be filed after the Closing Date (giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared in all material respects in accordance with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than thirty (30) days prior to the date such Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i)).

Pre-Closing Tax Returns. Seller shall cause to be prepared and filed, at Seller’s expense, all Tax Returns for the Acquired Companies which are to be filed after the Closing Date (giving effect to any properly obtained extension) for any Pre-Closing Tax Period. All Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared in all material respects in accordance with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than thirty (30) days prior to the date such Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax 129 Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to the indemnification obligations set forth in Section 18(a)(i)).

Pre-Closing Tax Returns. Seller At the expense of the Company Securityholders, Acquirer shall prepare and timely file or cause to be prepared and filed, at Seller’s expense, timely filed (taking into account all extensions properly obtained) all Tax Returns for of the Acquired Companies which are to be filed Company first due after the Closing Date (giving effect to any properly obtained extension) for that include any Pre-Closing Tax PeriodPeriod and are indicated on Schedule 2.12(n) of the Company Disclosure Letter (such Tax Returns, the “Acquirer Prepared Returns”). All Tax Acquirer shall prepare Acquirer Prepared Returns for Pre-any taxable period that ends on or before the Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared Date in all material respects in accordance a manner consistent with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect to the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) with a copy of each Pre-Closing Tax Return no later than thirty (30) days prior to the date such Pre-Closing Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s review, and Seller shall consider in good faith any comments provided by such Purchaser with respect to such Pre-Closing Tax Return. None of the Purchasers or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed)Company, to the extent consistent with Law. Prior to the due date for any Acquirer Prepared Return that shows a material amount of Pre-Closing Taxes, taking into account any extension, Acquirer shall provide the Securityholders’ Agent with a draft copy of such Tax Return for review and comments; provided, that no delay or failure on the part of Acquirer in delivering any such filing, amendment or other modification would reasonably be expected Acquirer Prepared Return shall cause any Acquirer Indemnified Party to result in a Tax liability to Seller or forfeit any of its Affiliates (including pursuant indemnification rights under Article VIII except to the indemnification obligations set forth extent that the Company Securityholders are materially prejudiced by such delay or failure. Acquirer shall, in Section 18(a)(i))good faith, consider any reasonable changes to any Acquirer Prepared Return suggested by the Securityholders’ Agent.

Pre-Closing Tax Returns. Seller Acquiror shall prepare and timely file (or cause to be prepared and timely filed, at Seller’s expense, ) all Tax Returns for of the Acquired Companies which are for Pre-Closing Tax Periods required to be filed after the Closing Date Date, and shall timely remit (giving effect or cause to any properly obtained extensionbe timely remitted) for to the appropriate Governmental Entity all Taxes reflected on such Tax Returns. To the extent such Tax Returns relate in whole or in part to any Pre-Closing Tax Period. All , such Tax Returns for Pre-Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared in all material respects in accordance consistent with applicable Tax Law and the past practice practices of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser Company, provided (1) such past practices reflect at least a “more likely than not” position (if such position is available), and (2) this limitation does not apply to changes made to reporting practices with respect to Transfer Pricing Matters, or to any reasonably appropriate correlative changes made in connection with such Transfer Pricing Matters. Acquiror shall provide the OpCo Acquired Companies) and PropCo Purchaser (with respect to the PropCo Acquired Companies) Securityholders’ Agent with a copy of each Pre-Closing such proposed income and other material Tax Return no later than thirty for review and comment for a reasonable period prior to the filing of such Tax Return (30) which, in the case of income Tax Returns shall be at least 20 days prior to the date such Pre-Closing due date, taking into account any validly obtained extensions of time to file); provided that any failure or delay in providing any Tax Return is due (giving effect to the Securityholders’ Agent shall not relieve the Company Stockholders of any properly obtained extension) for indemnification obligations with respect to such Tax Return except to the applicable Purchaser’s reviewextent the Company Stockholders are actually prejudiced as a result thereof. Except in respect of the Transfer Pricing Matters, and Seller Acquiror shall consider in good faith any comments provided reasonable changes requested by such Purchaser the Securityholders’ Agent with respect to such Pre-Closing any Tax Return. None Returns of the Purchasers Acquired Companies for (i) any taxable periods ending on or any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent Closing Date, or (ii) with respect to a Straddle Period, the portion of any such filing, amendment or other modification would reasonably be expected to result in a Tax liability to Seller or any of its Affiliates (including pursuant to taxable period ending on the indemnification obligations set forth in Section 18(a)(i))Closing Date.

Pre-Closing Tax Returns. Seller At the expense of Acquirer, Acquirer shall prepare and timely file or cause to be prepared and filed, at Seller’s expense, timely filed (taking into account all extensions properly obtained) all Tax Returns for of the Acquired Companies which are to be filed Company first due after the Closing Date (giving effect to any properly obtained extension) for that include any Pre-Closing Tax PeriodPeriod and are indicated on Schedule 2.12(n) of the Company Disclosure Letter (such Tax Returns, the “Acquirer Prepared Returns”). All Tax Acquirer shall prepare Acquirer Prepared Returns for Pre-any taxable period that ends on or before the Closing Tax Periods for the Acquired Companies (“Pre-Closing Tax Return”) shall be prepared Date in all material respects in accordance a manner consistent with applicable Tax Law and the past practice of the Acquired Companies in filing their Tax Returns. Seller shall provide OpCo Purchaser (with respect Company, to the OpCo Acquired Companies) and PropCo Purchaser (extent consistent with respect to Applicable Law. In the PropCo Acquired Companies) with case of any Acquirer Prepared Return that shows a copy material amount of each Pre-Closing Taxes, Acquirer shall provide the Stockholders’ Agent with a draft copy of such Tax Return no later than thirty for review and comment (30at least twenty (20) calendar days prior to the due date such Pre-Closing (taking into account all extensions properly obtained) in the case of income Tax Return is due (giving effect to any properly obtained extension) for the applicable Purchaser’s reviewReturns, and Seller as soon as reasonably practicable in the case of other Acquired Prepare Tax Returns); provided, that no delay or failure on the part of Acquirer in delivering any such Acquirer Prepared Return shall consider in good faith cause any comments provided by such Purchaser with respect Company Indemnified Party to such Pre-Closing Tax Return. None of the Purchasers or forfeit any of their respective Affiliates shall file, amend or otherwise modify any Pre-Closing Tax Return or Straddle Period Tax Return (indemnification rights under Article VIII except as provided for under Section 18(c)) without obtaining the prior written consent of Seller (which such consent shall not be unreasonably withheld, conditioned or delayed), to the extent that the Company Stockholders are materially prejudiced by such delay or failure. Acquirer shall, in good faith, consider any such filing, amendment or other modification would reasonably be expected reasonable changes to result in a Tax liability to Seller or any of its Affiliates (including pursuant to Acquirer Prepared Return suggested by the indemnification obligations set forth in Section 18(a)(i)).Stockholders’ Agent. ***Certain Confidential Information Omitted 51