CONDUCT OF OTHER TAX AFFAIRS. 7.1. Subject to paragraph 4 and the other provisions of this paragraph 7, the Buyer or its duly authorised agents shall have sole conduct of all Tax affairs of the Company which are not Pre-Closing Tax Affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit.
7.2. In respect of any accounting period commencing prior to Closing and ending after Closing (“Straddle Period”), the Buyer shall procure that the Tax Returns of the Company shall be prepared in a manner consistent with past practices and without a change of any accounting method (except to the extent necessary to comply with applicable law or generally accepted accounting practice).
7.3. The Buyer shall procure that the Company shall provide to the Seller all Tax Returns relating to the Straddle Period no later than ten Business Days before the date on which such Tax Returns are required to be filed with the appropriate Tax Authority without incurring interest or penalties. The Buyer shall further procure that the Company shall take the Seller’s reasonable comments into account and incorporate all reasonable suggested amendments which the Buyer considers necessary to comply with applicable law and generally accepted accounting practice, made by the Seller or its duly authorised agents, before those Tax Returns are submitted to the appropriate Tax Authority.
7.4. The Seller shall (at the Seller’s expense) provide the Buyer and the Company with all reasonable assistance, co-operation and information in respect of the Straddle Period including (but not limited to) information and co-operation requested in connection with Tax Documents and Tax Returns outstanding at Closing and in connection with all negotiations, correspondence and agreements in respect of the Company's Tax Liability.
CONDUCT OF OTHER TAX AFFAIRS. 14.1 Subject to clause 13, and subject to the following sub paragraphs, the Purchaser or its duly authorised agents shall have sole conduct of all tax affairs of the Company and shall be entitled to deal with such tax affairs in any way in which it, in its absolute discretion, considers fit provided that the Purchaser shall ensure that all such tax affairs relating to periods prior to Closing are dealt with in an expeditious manner.
14.2 If Closing occurs prior to the submission of the 2008 tax return, the Purchaser shall submit the tax return of the Company in the form prepared by the Company prior to the date of this Agreement, and shall not make any material amendments to such tax return without the prior written consent of the Seller, such consent not to be unreasonably withheld, provided that:
(a) the 2008 tax return shall have been prepared on a basis which is consistent with the manner in which tax returns have been prepared for all other accounting periods ending prior to Closing; and
(b) the Purchaser shall be under no obligation to procure the submission to a tax authority of the 2008 tax return if it considers in its reasonable opinion that such tax return is false or misleading in any material respect.
14.3 In respect of any accounting period commencing prior to Closing the Purchaser shall procure that
(a) to the extent allowed by law, any tax returns of the Company prepared by the Purchaser shall be prepared on a basis which is consistent with the manner in which those tax returns were prepared for all other accounting periods ending prior to Closing;
(b) the Seller receives copies of all written correspondence with any tax authority insofar as it is relevant to the pre-Closing tax affairs of the Company; and
(c) no tax document is submitted to any tax authority which is not, so far as the Purchaser is aware, true and accurate in all respects, and not misleading.
14.4 The Purchaser shall procure that the Company provides to the Seller all tax returns relating to accounting periods commencing prior to Closing no later than 15 Business Days before the date on which such tax returns are required to be filed with the appropriate tax authority. The Purchaser shall further procure that the Company shall take the Seller’s reasonable comments into account before the tax returns are submitted to the appropriate tax authority.
14.5 The Seller shall provide such assistance as the Purchaser shall reasonably request in preparing all tax returns relating to...
CONDUCT OF OTHER TAX AFFAIRS. 12.1 Subject to paragraph 7, the Buyer or its duly authorised agents shall have sole conduct of all tax affairs of the Company which are not pre-Completion tax affairs and shall be entitled to deal with such tax affairs in any way in which it, in its absolute discretion, considers fit.
12.2 In respect of any accounting period commencing prior to Completion and ending after Completion (the "Straddle Period") the Buyer shall procure that the tax returns of the Company shall be prepared on a basis which is consistent with the manner in which the tax returns of the Company were prepared for all accounting periods ending prior to Completion.
12.3 The Buyer shall procure that the Company provide to the Sellers all tax returns relating to the Straddle Period no later than 20 Business Days before the date on which such tax returns are required to be filed with the appropriate tax authority without incurring interest or penalties. The Buyer shall further procure that the Company shall take the Sellers’ reasonable comments into account before those tax returns are submitted to the appropriate tax authority.
12.4 The Sellers shall provide such assistance as the Buyer shall reasonably request in preparing all tax returns relating to the Straddle Period.
CONDUCT OF OTHER TAX AFFAIRS. 13.1 The Purchaser shall not, and shall procure that each of the Target Companies and each of the Subsidiaries shall not, without consulting with the Seller, take any action under the provisions of any enactment or regulation relating to tax if such action would adversely affect the liability of the Seller under this Schedule.
13.2 Without the written consent of both the Seller and the Purchaser (which consent shall not be unreasonably withheld by either party), no income tax loss, credit, or other item attributable to any Target Company or Subsidiary arising in the post-Closing period may be carried back to the pre-Closing period notwithstanding any contrary provision of applicable laws.
CONDUCT OF OTHER TAX AFFAIRS. 9.1 The Buyer shall procure that in respect of any accounting period of the Company and the Subsidiaries commencing before Completion but ending after Completion (the “Straddle Period”) the Sellers’ Representative and the Management Sellers’ and Precis Representative is afforded a reasonable opportunity to comment on all computations and returns relating to Tax (to the extent relevant to the part of the Straddle Period falling before Completion) and on all negotiations, correspondence and agreements with any Tax Authority with respect thereto (the “Straddle Period Tax Documents”) and the Buyer shall incorporate any reasonable comments made jointly by the Sellers’ Representative and the Management Sellers’ and Precis Representative.
9.2 The Buyer undertakes that it will procure that the Company and the Subsidiaries preserves, and affords to the Sellers’ Representative and the Management Sellers’ and Precis Representative such access as may reasonably be required to, all documents, records, correspondence, accounts and other information directly relevant for the purpose of determining the liability of the Company and the Subsidiaries to Tax for the Straddle Period.
CONDUCT OF OTHER TAX AFFAIRS. 12.1 The Purchaser or its duly authorised agents shall have sole conduct of all Tax affairs of the Companies which are not pre-Completion Tax affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit.
12.2 In respect of any accounting period commencing prior to Completion and ending after Completion (the “Straddle Period”) the Purchaser shall procure that the Tax returns of each Company shall be prepared on a basis which is consistent with the manner in which the Tax returns of each Company were prepared for all accounting periods ending prior to Completion.
12.3 The Seller shall provide such assistance as the Purchaser shall reasonably request in preparing all Tax returns relating to the Straddle Period.
CONDUCT OF OTHER TAX AFFAIRS. 14.1 Subject to paragraph 9 and to the following sub-paragraphs, the Purchaser or its duly authorised agents shall have sole conduct of all tax affairs of each of the Sale Companies and each of the Subsidiaries which are neither Vendor pre- Effective Date tax affairs nor Purchaser pre- Effective Date tax affairs and shall be entitled to deal with such tax affairs in any way in which the Purchaser, in its absolute discretion, considers fit: Provided that the Purchaser shall ensure that all such tax affairs relating to periods prior to the Effective Date are dealt with in an expeditious manner.
14.2 The Purchaser shall procure that the Sale Companies and Subsidiaries provide to the Vendor all tax returns (in draft form or otherwise) relating to any accounting period commencing prior to Completion and ending after Completion (a STRADDLE PERIOD) no later than 20 Business Days before the date on which such tax returns are required to be filed with the appropriate tax authority without incurring interest or penalties. In addition the Purchaser shall procure that final draft form tax returns for the Straddle Period are provided to the Vendor no later than 7 Business Days before the date on which such tax returns are required to be filed. The Purchaser shall further procure that the Sale Companies and Subsidiaries shall take the reasonable comments of the Vendor and the Relevant Vendor into account before the tax returns are submitted to the appropriate tax authority.
14.3 The Vendor shall, at no cost provide such assistance as the Purchaser shall reasonably request in preparing all tax returns relating to the Straddle Period.
CONDUCT OF OTHER TAX AFFAIRS. 8.1 Subject to paragraph 6, the Purchaser or its duly authorised agents shall at the Purchaser’s cost:
(a) prepare, submit and deal with the tax returns of each of the Target Entities in respect of the straddle period (straddle period tax documents);
(b) prepare on behalf of the Target Entities all claims, elections, surrenders, disclaimers, notices and consents for the purposes of tax in respect of the straddle period; and
(c) deal with all other matters which relate to taxation in respect of the straddle period which concern or affect the Target Entities including the conduct of all negotiations and correspondence and the reaching of all agreements relating thereto or to any straddle period tax documents.
8.2 The Purchaser shall procure that:
(a) the Sellers’ Representative is kept fully informed of the progress of all matters relating to the taxation affairs of the Target Entities in relation to the straddle period;
(b) the Sellers’ Representative promptly receives copies of all written correspondence to, or from, any tax authority insofar as it is relevant to the straddle period tax affairs;
(c) the Sellers’ Representative is afforded the opportunity to comment within a reasonable period of time on any straddle period tax document, any document which relates to the liability of the Sellers under this Schedule or other substantive correspondence, prior to its submission to the relevant tax authority, and that its reasonable comments are taken into account.
8.3 The Sellers shall provide such assistance as the Purchaser shall reasonably request in preparing all tax returns relating to any straddle period.
CONDUCT OF OTHER TAX AFFAIRS. 10.1 Subject to paragraph 4 and the terms of the Crystal Productions Dispute Letter, and subject to this paragraph 10, the Purchaser or its duly authorised agents shall have sole conduct of all Tax affairs of each of the Target Companies which are not Pre‑Closing Tax Affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, subject to paragraph 10.2, considers fit.
10.2 In respect of any Accounting Period commencing prior to Closing and ending after Closing (a Straddle Period) the Purchaser shall procure that the Tax Returns of each Target Company shall be prepared on a basis which is consistent with the manner in which those Tax Returns were prepared for all Accounting Periods ending prior to Closing, unless a different basis is required by applicable law and/or generally accepted accounting principles. If in the case of a Target Company the manner in which the Tax Returns for periods ending prior to Closing were prepared is not consistent, such Tax Returns for that Target Company in respect of the Straddle Period shall be prepared on a basis which is consistent with the manner in which the Tax Returns for the Accounting Period ending immediately before the Straddle Period have been prepared, unless a different basis is required by applicable law and/or generally accepted accounting principles.
CONDUCT OF OTHER TAX AFFAIRS. 14.1 Subject to Paragraph 8 and to the following Sub-Paragraphs, the Purchaser or its duly authorised agents shall have sole conduct of all Tax affairs of each of the SF Group Companies which are not Pre-Completion Tax Affairs and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit.
14.2 In respect of any Straddle Period, the Vendor and Purchaser shall discuss in good faith the basis on which the Tax Returns of each SF Group Company shall be prepared with a view to limiting to the extent reasonably possible any liability to Tax in respect of which a Tax Assessment could be made where such liability arises from CONFORMED COPY the difference between such basis and the basis upon which the Tax Returns of the SF Group Companies were prepared for all Tax Periods ending prior to Completion.
14.3 The Purchaser shall procure that the SF Group Companies provide to the Vendor all Tax Returns relating to the Straddle Period no later than twenty (20) Business Days before the date on which such Tax Returns are required to be filed with the appropriate Tax Authority without incurring interest or penalties. The Purchaser shall further procure that the SF Group Companies shall take the Vendor's reasonable comments into account before the Tax Returns are submitted to the appropriate Tax Authority. Provided that it shall not be deemed to be a reasonable comment if it is reasonably likely to prejudice the amount of Tax Liability of any SF Group Company for which the Vendor is not liable under this Schedule.
14.4 The Vendor shall provide such assistance as the Purchaser shall reasonably request in preparing all Tax Returns relating to the Straddle Period.
