Disputes Relating to Tax Returns. Seller and Buyer shall act in good faith to resolve any dispute prior to the Due Date of any Pre-Closing Period Income Tax Return, and if Seller and Buyer agree on any such Tax Return, then the parties shall file or cause to be filed the applicable Tax Return in such agreed-upon manner. If Seller and Buyer cannot resolve any disputed item with respect to any such Tax Return within a period of ten (10) days following the receipt of a written notice of such disputed item(s) pursuant to Section 8.6.2(a), the item in question shall be resolved by the Designated Accounting Firm as promptly as practicable in accordance with the procedures set forth in Section 2.5.3, whose determination shall be final and conclusive for purposes of this Section 8.6.2(b). The fees and expenses of the Designated Accounting Firm shall be paid in accordance with the procedures set forth in Section 2.5.3. Notwithstanding anything to the contrary in this Agreement, in the event that the parties or, in the case of a dispute, the Designated Accounting Firm, have not resolved a dispute by an applicable Due Date, the parties shall file or cause to be filed, the applicable Tax Return in such manner as Buyer reasonably determines under applicable Law, and the parties shall amend such Tax Returns to the extent necessary to conform to the parties’ final agreement or the Designated Accounting Firm’s final determination, as the case may be.
Appears in 3 contracts
Samples: Share Purchase Agreement (Revelyst, Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.), Share Purchase Agreement (Vista Outdoor Inc.)
Disputes Relating to Tax Returns. Seller and Buyer shall act in good faith to resolve any dispute prior to the Due Date of any Pre-Closing Period Income Tax Return, and if Seller and Buyer agree on any such Tax Return, then the parties shall file or cause to be filed the applicable Tax Return in such agreed-upon manner. If Seller and Buyer cannot resolve any disputed item with respect to any such Tax Return within a period of ten (10) days following the receipt of a written notice of such disputed item(s) pursuant to Section 8.6.2(a), the item in question shall be resolved by the Designated Accounting Firm as promptly as practicable in accordance with the procedures set forth in Section 2.5.3, whose determination shall be final and conclusive for purposes of this Section 8.6.2(b). The fees and expenses of the Designated Accounting Firm shall be paid in accordance with the procedures set forth in Section 2.5.3. Notwithstanding anything to the contrary in this Agreement, in the event that the parties or, in the case of a dispute, the Designated Accounting Firm, have not resolved a dispute by an applicable Due Date, the parties shall file or cause to be filed, the applicable Tax Return in such manner as Buyer reasonably determines under applicable Law, and the parties shall amend such Tax Returns to the extent necessary to conform to the parties’ final agreement or the Designated Accounting Firm’s final determination, as the case may be.. Confidential Treatment Requested by Outdoor Products Spinco Inc. Pursuant to 17 C.F.R. Section 200.83
Appears in 2 contracts
Samples: Share Purchase Agreement (Outdoor Products Spinco Inc.), Share Purchase Agreement (Outdoor Products Spinco Inc.)