CORPORATION TAX RETURNS. 7.1 The Sellers or their duly authorised agent shall, at the Sellers’ cost and expense, prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date, to the extent that the same have not been prepared before Completion, and submit them to the Buyer.
7.2 The Buyer shall procure that the returns and computations referred to in paragraph 7.1 shall be authorised, signed and submitted to the relevant Taxation Authority without amendment or with such amendments as the Buyer reasonably considers to be necessary and shall give the Sellers or their agent all such assistance as may reasonably be required (at the Sellers’ cost and expense) to agree those returns and computations with the relevant Taxation Authority, provided that the Buyer shall not be obliged to take any such action as is mentioned in this paragraph 7.2 in relation to any return that is not full, true and accurate in all material respects.
7.3 The Sellers or their duly authorised agent shall, at the Sellers’ cost and expense, prepare all documentation and shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or prior to the Accounts Date, provided that the Sellers shall not, without the prior written consent of the Buyer (not to be unreasonably withheld or delayed), transmit any communication (written or otherwise) to the relevant Taxation Authority or agree any matter with the relevant Taxation Authority.
7.4 The Buyer shall procure that the Company, at the Sellers’ cost and expense, afford such access to their books, accounts and records as is necessary and reasonable to enable the Sellers or their duly authorised agent to prepare the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date and conduct matters relating to them in accordance with this paragraph 7.
7.5 The Sellers shall take all reasonable steps to ensure that the corporation tax returns and computations of the Company for all accounting periods ended on or before the Accounts Date are prepared and agreed with the relevant Taxation Authority as soon as possible.
7.6 For the avoidance of doubt:
(a) where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 8 shall take precedence over the provisions of this paragraph 7; and
(b) the provisions of this paragraph ...
CORPORATION TAX RETURNS. 9.1 Subject to this paragraph 9, the Buyer will have exclusive conduct of all Taxation affairs of the Company after Completion.
9.2 The Buyer will procure that the Company keeps the Warrantor fully informed of their Taxation affairs in respect of any accounting period ended on or before Completion for which final agreement with the relevant Taxation Authority of the amount of Taxation 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 period to any Taxation Authority without giving the Warrantor a reasonable opportunity to comment and taking account of the Warrantor’s reasonable representations.
9.3 The Buyer will procure that the Company 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 without giving the Warrantor a reasonable opportunity to comment and taking account of the Warrantor’s reasonable representations.
9.4 For the avoidance of doubt:
9.4.1 where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 10 shall take precedence over the provisions of this paragraph 9; and
9.4.2 the provisions of this paragraph 9 shall not prejudice the rights of the Buyer to make a claim under this Tax Covenant in respect of any Liability for Taxation.
CORPORATION TAX RETURNS. 6.1 The Buyer shall ensure that each Group Company takes full responsibility for its outstanding Tax affairs including the preparation and submission of all Tax computations and returns relating to the accounting period in which First Completion occurs, and all discussions or negotiations with the relevant Tax Authority in respect of the same, provided that the Buyer shall procure that no Group Company shall submit any computations, returns or correspondence which relate to any extent to a period of time before First Completion (or to First Completion itself), or to any event occurring on or before First Completion, or which might affect the Sellers’ liability hereunder, without providing a draft to the Sellers in good time to allow the Sellers to review the same and without incorporating any reasonable comments of the Sellers on the same.
6.2 Notwithstanding paragraph 6.1 the Sellers shall not have any right to comment on or receive copies of correspondence in relation to any matter which relates solely to an event or events occurring (or treated as occurring) after First Completion.
CORPORATION TAX RETURNS. 8.1 The Purchaser will have conduct of all Taxation affairs of the Target Companies after Closing.
8.2 The Purchaser will not submit any substantive correspondence or submit, agree, amend or withdraw any return or computation for any accounting period beginning prior to Closing to any Taxation Authority without giving the Seller at least twenty (20) Business Days to comment and incorporating the Seller’s reasonable comments.
8.3 The Purchaser shall promptly provide the Seller with copies of all relevant information, documents and evidence in its possession or the possession of the relevant Target Company or their respective agents as the Seller may reasonably request for the purposes of exercising its rights under paragraph 8.2 of this Schedule 5.
8.4 All documents referred to in paragraph 8.2 of this Schedule 5 shall be prepared in a manner substantially consistent with past practices and without any change of accounting method (except to the extent necessary to comply with applicable law and generally accepted accounting principles).
8.5 The Purchaser shall procure that the conduct of matters by it, the Target Companies or their respective agents in respect of all accounting periods beginning prior to Closing shall be completed prior to the expiry of any applicable filing or submission deadlines in so far as reasonably practicable.
8.6 For the avoidance of doubt:
(a) where any matter relating to Tax gives rise to a Tax Demand, the provisions of paragraph 9 shall take precedence over the provisions of this paragraph 8; and
(b) the provisions of this paragraph 8 shall not prejudice the rights of the Purchaser to make a Tax Indemnity Claim under this Tax Indemnity in respect of any Liability for Taxation.
CORPORATION TAX RETURNS. The Warrantors or their duly authorised agent shall (at the Warrantors’ cost and expense) prepare the corporation tax returns and computations of the Company and the Subsidiaries for all accounting periods ended on or prior to the Completion Date, to the extent that the same have not been prepared before Completion, and submit them to the Purchaser.
CORPORATION TAX RETURNS. 12.1 The Covenantors or their duly authorised agents shall prepare all documentation and shall have conduct of all matters (including correspondence) relating to the corporation tax returns and computations of the Company for all accounting periods ended on or prior to the Balance Sheet Date and shall submit all such returns and computations to the Purchaser provided that the Covenantors shall not without the prior written consent of the Purchaser (not to be unreasonably withheld or delayed) transmit any communication (written
CORPORATION TAX RETURNS. 9.1 Subject to this paragraph 9, the Buyer will have exclusive conduct of all Taxation affairs of the Company and the Subsidiaries after Closing.
9.2 The Buyer will procure that the Company keeps the Sellers or the Sellers’ duly authorised agent fully informed of its Taxation affairs in respect of any accounting period ended on or prior to Closing or current at Closing for which final agreement with the relevant Taxation Authority of the amount of Taxation due from the Company or any Subsidiary has not been reached. The Buyer will not submit any substantive correspondence or submit or agree any return or computation for any such period to any Taxation Authority without giving the Sellers a reasonable opportunity to comment and taking account of the Sellers’ reasonable representations provided such representations are received by the Buyer within 7 days of receipt by the Sellers of the relevant documents.
9.3 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 Closing without giving the Sellers a reasonable opportunity to comment and taking account of the Sellers reasonable representations provided such representations are received by the Buyer within 7 days of receipt by the Sellers of the relevant documents.
9.4 For the avoidance of doubt:
9.4.1 where any matter relating to Tax gives rise to a Tax Claim, the provisions of paragraph 10 shall take precedence over the provisions of this paragraph 9; and
9.4.2 the provisions of this paragraph 9 shall not prejudice the rights of the Buyer to make a Tax Claim under this Tax Covenant in respect of any Liability for Taxation.
CORPORATION TAX RETURNS. (a) The Company shall prepare the Company’s corporation tax returns for the periods ended on or prior to Closing and deal with all matters and correspondence relating thereto. All such returns shall be submitted in draft form to the Shareholders’ Representative or his duly authorised agent for comments. The Shareholders’ Representative shall comment within a reasonable period of time of such submission and the Company shall adopt any reasonable comments and include them in the return(s).
(b) The Company shall liaise with the Shareholders’ Representative in the event of an enquiry which may be raised in respect of the said returns, and reflect the Shareholders’ Representative’s reasonable comments in any correspondence, negotiations or other contact with the Taxation Authority in respect of such enquiry.
CORPORATION TAX RETURNS. 11.1 In this paragraph 11:
CORPORATION TAX RETURNS. 11.1 Subject to this PARAGRAPH 11, the Purchaser shall have exclusive conduct of all Taxation affairs of the Company and its Group Members after Completion with exclusion for any US federal or state Taxation affairs of the Company for periods ending on or before Completion.
11.2 The Purchaser shall procure that the Group keeps the Vendor fully informed of its Taxation affairs in respect of any accounting period ended on or prior to Completion for which final agreement with the relevant Taxation Authority of the amount of Taxation due from the Group has not been reached and shall not submit any correspondence or submit or agree any return or computation for any such period to any Taxation Authority without giving the Vendor a reasonable opportunity to make representations thereon and without the prior written consent of the Vendor (such consent not to be unreasonably withheld or delayed).
11.3 The Purchaser shall procure that a Group Member does not amend or withdraw any return or computation or any claim, election, surrender or consent made by the Group Member in respect of its accounting periods ended on or before Completion without the prior written consent of the Vendor (such consent not to be unreasonably withheld or delayed).
11.4 The Purchaser shall provide the Vendor with a copy of:
