Amended Returns; Refund Claims Sample Clauses
The "Amended Returns; Refund Claims" clause outlines the procedures and responsibilities related to filing corrected tax returns or seeking tax refunds. It typically specifies which party is permitted or required to file an amended return or claim a refund, under what circumstances such actions may be taken, and how any resulting tax benefits or liabilities are allocated between the parties. For example, if an error is discovered in a previously filed tax return, this clause would govern how the correction is handled and who receives any resulting refund. Its core function is to provide a clear framework for managing tax adjustments after the initial filing, thereby reducing disputes and ensuring both parties understand their rights and obligations regarding tax corrections and refunds.
Amended Returns; Refund Claims. (A) The USH3 Group and its Affiliates shall have the right to prepare and file, or cause to be prepared and filed, any amended Tax Return or claim for refund in respect of any Tax Return as to which the USH3 Group was the Responsible Party and, where required, the GE Companies shall cause the Target Companies to execute such documents (including a power of attorney) and take such actions in connection with such filing as the USH3 Group shall reasonably request, provided that the USH3 Group shall not have the right to prepare or file any such amended Tax Return or claim for refund, without the prior written consent of GE (which may, in its sole and absolute discretion, withhold such consent), if such amended Tax Return or claim for refund would have a material and adverse effect on GE, NBC or any of their Affiliates in a post Closing period, except to the extent such amendment is required by applicable Law. Notwithstanding the foregoing, the GE Companies shall not be required to file an amended Tax Return as proposed by the USH3 Group if GE determines in its reasonable discretion that (x) such Tax Return is false, misleading or fraudulent in any respect or (y) there is a material possibility that the filing of such Tax Return would give rise to the imposition of a 106 penalty, excise tax or similar item on or with respect to any individual connected with the filing (including without limitation the individual that would sign such Tax Return).
(B) To the extent any determination of Tax liability of any Target Company, whether as the result of an audit or examination, a claim for refund, the filing of an amended Tax Return or otherwise, results in any refund of U.S. federal, state, local or foreign Taxes attributable to any Pre-Closing Period, such refund shall belong to the USH3 Group, except to the extent such refund (x) results from the carryback of a loss or credit arising in a taxable year (or a portion thereof) beginning after the Closing Date, (y) relates to any Covered Operating Tax or (z) relates to any Covered Foreign Tax to the extent it does not give rise to a payment under Section 3.4 or 3.
Amended Returns; Refund Claims. (i) Buyer, the Company or its Subsidiaries shall not amend (or cause to be amended) any Tax Return of the Company or its Subsidiaries for any period or portion thereof ending on or before the Closing Date without the prior written consent of Seller, which consent shall not be unreasonably withheld.
(ii) In respect of the U.S. consolidated federal income tax return filed by the Parent Group, Buyer shall cause the Company and its Subsidiaries to forgo any carry-back to a Pre-Closing Taxable Period of any item of deduction or credit incurred by the Company or its Subsidiaries, as the case may be, after the Closing Date. In respect of any other Tax Return, the carry-back to a Pre-Closing Taxable Period of any item of deduction or credit incurred by the Company or its Subsidiaries, as the case may be, after the Closing Date shall be subject to the prior written consent of Seller, which consent may not be unreasonably withheld.