CONDUCT OF TAX AFFAIRS Sample Clauses

CONDUCT OF TAX AFFAIRS. 3.1 Buyer shall after Completion have conduct of the Relevant Tax Affairs in the manner as set forth in this Schedule 2. 3.2 With respect to the Relevant Tax Affairs the following applies after Completion: (a) subject to the following provisions of this subparagraph 3.2, Buyer and its advisors shall prepare, submit, negotiate, and agree on behalf of the Company the Relevant Tax Returns; (b) the Company and its advisors shall provide Buyer and its advisors on a timely basis with all relevant information, including but not limited to copies of all Relevant Tax Returns, correspondence and other documents submitted to the relevant Tax Authority in relation to Relevant Tax Returns (together with such other information as may be necessary to enable Buyer to consider the correspondence and other documents in light of all material facts) within sufficient time before any submission by Buyer to the relevant Tax Authority; (c) all Relevant Tax Returns will be completed and submitted as Buyer (or its advisors) in its sole discretion will determine; (d) the Company and the Company Subsidiaries shall make such claims and elections and give such consents (including such provisional or final claims) as Buyer (or its advisers) may request, including, without limitation, filing any election requested by Buyer under U.S. Treasury Regulations Section 301.7701-3 with respect to the Company or any Company Subsidiary; (e) the Company and its advisors shall keep Buyer informed about the status of any negotiations relating to the Relevant Tax Affairs of the Company and each Company Subsidiary and consult with Buyer on any matters relating to Relevant Tax Affairs which Buyer may specify in writing to the Company, including any requested retroactive election to a time period preceding Completion (to the extent permitted under applicable Law); (f) the Company and the Company Subsidiaries shall not agree or settle any of the Relevant Tax Returns without the prior written consent by Buyer; and (g) Buyer shall on behalf of the Company and the Company Subsidiaries agree all Relevant Tax Returns with the relevant Tax Authority as quickly as reasonably possible. 3.3 Buyer shall after Completion prepare, negotiate and agree all Tax Returns of the Company Subsidiaries and the Company and its advisors will give Buyer all reasonable co-operation, access and assistance in relation thereto.

CONDUCT OF TAX AFFAIRS. 11.1 Subject to paragraph 8 and to the following sub-paragraphs, the Buyer or its duly authorised agents shall have sole conduct of all Tax affairs of the Company at the Company’s own cost and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit. 11.2 The Buyer shall procure that the Company keeps the Warrantors fully informed of its Tax affairs in respect of any accounting period ended on or prior to Completion and any return relating to any period commencing before Completion and ending after Completion for which final agreement with the relevant Tax Authority of the amount of Tax due from the Company has not been reached. The Buyer will not submit any substantive correspondence or submit or agree any return or computation for any such periods to any Tax Authority without giving the Warrantors a reasonable opportunity to comment and taking account of the Warrantors’ reasonable representations. 11.3 The Buyer will procure that the Company and any Subsidiary does not amend or withdraw any return or computation or any claim, election, surrender or consent made by it in respect of its accounting periods ended on or before Completion and any return relating to any period commencing before Completion and ending after Completion without giving the Warrantors a reasonable opportunity to comment and taking account of the Warrantors’ reasonable representations. 11.4 The Warrantors shall provide such assistance as the Buyer shall reasonably request in preparing all Tax Returns relating to the period commencing prior to Completion and ending after Completion. 11.5 The Buyer shall procure that the Company takes such action (including signing and authorising Tax returns and computations in a timely manner) as is necessary to give effect to the matters in this paragraph 11.

CONDUCT OF TAX AFFAIRS. 10.1 Subject to and in accordance with the terms of this paragraph 10, the Seller or its duly authorised agents shall (at the Seller's own expense except to the extent that expenses arising in respect of the matters governed by this paragraph 10 were provided for in the Completion Balance Sheet) for all accounting periods ending on or before Completion: 10.1.1 prepare all the Tax Documents of the Group Companies; and 10.1.2 deal with all matters relating to the Tax liabilities of the Group Companies for the relevant accounting periods, including correspondence, conduct of all negotiations and the reaching of all agreements with any Tax Authority in respect of such Tax liabilities or to any of the Tax Documents referred to in paragraph 10.1.1. 10.2 The Seller shall ensure that the matters referred to in paragraph 10.1 are dealt with as promptly as is reasonably practicable and shall, without prejudice to the generality of that paragraph, ensure that: 10.2.1 all relevant Tax Documents and other material communications to the relevant Tax Authorities shall first be sent in draft to the Purchaser as soon as is reasonably practicable and, in any event in the case of any Tax Document, shall be provided at least 20 Business Days before the last date on which such Tax Document can be submitted to a Tax Authority without incurring interest, penalties or fines or in order to ensure that such Tax Document is effective for Tax purposes; 10.2.2 they shall, or shall procure that their agents shall, consult with the Purchaser regarding the content of any Tax Documents and material communications delivered to the Purchaser in accordance with paragraph 10.2.1 and will take account of any reasonable comments of the Purchaser provided such comments are received no later than 10 Business Days after the date of delivery to the Purchaser; 10.2.3 the Purchaser is kept reasonably informed of the progress of all such matters; 10.2.4 they consult with the Purchaser and allow the Purchaser reasonable opportunity to make reasonable comments before conceding, settling, compromising or otherwise disposing of any point raised by a Tax Authority relating to the Tax affairs of a Group Company; and 10.2.5 the Purchaser receives, as soon as is reasonably practicable, copies of all material written correspondence sent by any Tax Authority to the extent it is relevant to such matters. 10.3 The Purchaser shall procure that the Group Companies shall provide to the Seller or its agents such acce...

CONDUCT OF TAX AFFAIRS. 8.1 The Parties agree that the Liquidator and the Buyer shall have together the conduct of the Tax affairs of the Seller, and that the Buyer shall have the joint conduct of the Tax affairs of NewCo and the Subsidiaries following the Transaction. 8.2 The Parties agree that the Seller, NewCo and the Subsidiaries will make all appropriate filings and elections, including on the basis of article 15af DCITA, to ensure that all tax attributes of the Seller and the Subsidiaries, including to the fullest extent allowed by law the TLCFs of the fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes between the Seller and the Dutch Subsidiaries, will be allocated to the relevant Subsidiaries, such that those TLCFs and other tax attributes will be available to that Dutch Subsidiary after Completion.

CONDUCT OF TAX AFFAIRS. The Purchaser shall cause the Group Companies to procure that: aw. the Seller (or such professional advisers as the Seller may select) shall have the sole conduct of the Seller’s Conduct Matter;

CONDUCT OF TAX AFFAIRS. 4.1 The Purchaser and the Seller has agreed that, subject to the following provisions of this paragraph, the Purchaser shall have the conduct of the Tax affairs of the Company for the Relevant Periods. 4.2 The Purchaser shall procure that in relation to the Tax affairs of the Company for the Relevant Periods: (i) there are submitted to the Seller copies of all correspondence and other documents to be submitted to the relevant Tax Authority in relation to Tax Returns for the Relevant Periods (together with all such other information as may be necessary to enable the Seller to consider the correspondence and other documents in light of all material facts) in five (5) Business Days before submission to the relevant Tax Authority to enable the Seller to comment on such correspondence or documents; (ii) all reasonable comments of the Seller or its advisers received by the Purchaser or its advisers are incorporated in the documents to be submitted to the relevant Tax Authority; (iii) the Seller is kept informed about the status of any negotiations relating to the Tax affairs of the Company for the Relevant Periods, including by way of meeting and telephone call notes where appropriate, and is consulted on any relevant matters relating to the Tax affairs of the Company for the Relevant Periods which the Seller may specify in writing to the Purchaser; and

CONDUCT OF TAX AFFAIRS. 17.1 Subject to clause 15 and to the following sub-clauses, the Buyer or its duly authorised agents shall have sole conduct of all Tax affairs of the Company which relate to accounting periods ending on or after Completion and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit. 17.2 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. 17.3 The Buyer shall procure that the Company provides to the Seller 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 consider but shall not be obliged to follow the Seller’s reasonable comments before the tax returns are submitted to the appropriate tax authority. 17.4 The Seller shall provide such assistance as the Buyer shall reasonably request in preparing all tax returns relating to the Straddle Period.

CONDUCT OF TAX AFFAIRS. (a) Through the Closing, Stockholder, the Company and its Subsidiaries will conduct all Tax affairs relating to the Company and its Subsidiaries only in the ordinary course, in substantially the same manner as heretofore conducted and in good faith in substantially the same manner as such affairs would have been conducted if this Agreement had not been entered into. (b) Notwithstanding any other provision of this Agreement, Purchaser shall be responsible for, and neither Stockholder nor any of the Non-Company Affiliates shall bear, any Taxes that arise due to the failure, following the Closing, of Purchaser to cause the Company and its Subsidiaries to carry on their business on the Closing Date in the ordinary course and in substantially the same manner as heretofore conducted, taking into account the Merger, the other transactions contemplated by the Merger Agreement and the making of the Section 338(h)(10) Elections.

CONDUCT OF TAX AFFAIRS. Without prejudice to the provisions of Clause 14.3 of this Agreement, after Closing, the Purchaser or its duly authorized agents shall have sole conduct of all Tax affairs of each Group Company and shall be entitled to deal with such Tax affairs in any way in which it, in its absolute discretion, considers fit. The Seller shall provide such assistance as the Purchaser shall reasonably request in preparing all Tax returns for each Group Company and in respect of any Tax affairs relating to the period prior to Closing.

CONDUCT OF TAX AFFAIRS. 3.1 The Buyer and the Seller agree that the Buyer shall have the sole conduct of the Tax affairs of the Seller and the Subsidiaries following the Transaction. 3.2 The Buyer and the Seller agree that the Seller and the Subsidiaries will make all appropriate filings and elections, including on the basis of article 15af DCITA, to ensure that all tax attributes of the Seller and the Subsidiaries, including to the fullest extent allowed by law the TLCFs of the fiscal unity (fiscale eenheid) for Dutch corporate income tax purposes between the Seller and the Dutch Subsidiaries, will be allocated to the relevant Subsidiaries, such that those TLCFs and other tax attributes will be available to that Dutch Subsidiary after Closing.