Pre Completion tax returns Sample Clauses
Pre Completion tax returns. (a) The parties will co-operate in connection with the preparation and filing of any Tax return or Tax statement of a Target Entity which is yet to be filed, and is in respect of a period or part period before the Completion Date.
(b) The Buyer will provide all assistance and information requested by the Seller in connection with the preparation of the Seller’s consolidated income Tax return for the year in which the Completion Date occurs and the prior year, if the consolidated income Tax return for that year is yet to be filed.
(c) Without limiting clause 15.6(b), the Buyer must:
(1) deliver all detailed supporting documents and schedules for that part of the Seller’s consolidated income Tax return which relates to the Target Entities; and
(2) prepare all documents, schedules and other information:
(A) in a manner consistent with the requirements of any Tax Law; and
(B) in accordance with the reasonable directions of the Seller (including using the software directed by the Seller).
(d) The Buyer must provide the information required under clause 15.6(b) and clause 15.6(c) as soon as reasonably possible but no later than:
(1) in respect of any Tax return relating to the period in which the Completion Date occurs, three months after the Completion Date; or
(2) in respect of any Tax return for the prior year, 10 Business Days after a request by the Seller.
(e) For the avoidance of doubt, the Seller will at its own cost and expense have the sole conduct and control of the preparation and filing of the Seller’s consolidated income Tax return except to the extent the Buyer is requested to assist the Seller or is otherwise required to provide documents and information to the Seller in accordance with clause 15.6(b) and clause 15.6(c).
(f) The Buyer will, at its own cost and expense, have the sole conduct and control of the preparation and filing of all Tax returns, forms or statements of each Target Entity to the extent they relate to any periods (or part periods) ending on or before the Completion Date and have a filing date post the Completion Date (Pre Completion Returns).
(g) The Buyer must procure that each Pre Completion Return is prepared in a manner consistent with the position adopted by each Target Entity in the two years prior to Completion, unless that position is manifestly incorrect in accordance with the Tax Law. The Buyer must deliver each Pre Completion Return (including all detailed supporting documents and schedules) to the Seller as soon as ...
Pre Completion tax returns. 6.1 The Warrantors (or their duly authorised agents) shall (at the Warrantors’ expense) prepare all returns, computations, claims, elections, surrenders and disclaimers of the Company for all accounting periods ending on or before Completion (each a “Tax Document”), and submit them (no later than twenty Business Days prior to the expiry of any appropriate time limit) to the Buyer for signing and submission by the Company to the Tax Authority. The Warrantors shall take account of the reasonable suggested amendments and comments of the Buyer.
6.2 Subject to Paragraph 6.1, the Buyer shall procure that, so far as it is legally able to do so, the Company shall sign and submit, to the relevant Tax Authority, the Tax Documents. The Buyer shall give the Warrantors or their agents all such assistance as may reasonably be required to enable the Warrantors to prepare those Tax Documents (including the Buyer responding to any enquiry by, and conducting any dispute with, a Tax Authority).
6.3 Subject to paragraph 4 (notification and conduct of tax claims) and 6.4, the Warrantors shall have the conduct of all matters, including correspondence, relating to agreeing the outstanding returns with the relevant Taxation Authorities. The Buyer shall procure that the relevant Group Companies will take such action and give such information and assistance, including access to relevant records, as the Warrantors may reasonably require for this purpose.
6.4 The Warrantors shall provide the Buyer with drafts of all material correspondence which they intend to submit to a Taxation Authority in relation to the outstanding returns for comment. These drafts shall be provided a reasonable time before they are sent to the Taxation Authority. The Warrantors shall take account of the reasonable suggested amendments and comments of the Buyer. If the Buyer in its reasonable opinion considers that the Warrantors are not complying with their obligations under this clause 6.4 it shall be entitled, unless the Warrantors have within 15 Business Days of written notice of the breach by the Buyer to the Warrantors either offered an explanation to rebut such opinion to the reasonable satisfaction of the Buyer or alternatively rectified the alleged breach, to take over the conduct of preparing and agreeing the outstanding returns.
6.5 The Buyer shall procure that the Company affords the Warrantors or their agents such access to its books, accounts and records as is necessary and reasonable for the purp...
Pre Completion tax returns. 6.1 The Sellers (or their duly authorised agents) shall prepare all returns, computations, claims, elections, surrenders and disclaimers of the Company for all accounting periods ending on or before Completion (each a "Tax Document"), prepared in a manner consistent with prior practice adopted by the Sellers for the periods prior to Completion, and submit them (no later than ten Business Days prior to the expiry of any appropriate time limit) to the Buyer for signing and submission by the Company to the Tax Authority. The Sellers shall take account of any reasonable comments of the Buyer on a Tax Document.
6.2 Subject to Paragraph 6.1, the Buyer shall procure that, so far as it is legally able to do so, the Company shall sign and submit, to the relevant Tax Authority, the Tax Documents (provided that the Company shall not be obliged to sign and submit a return which it knows to be incorrect) and shall give the Sellers or their agents all such assistance as may reasonably be required to enable the Sellers to prepare and agree those Tax Documents (including the Buyer responding to any enquiry by, and conducting any dispute with, a Tax Authority).
Pre Completion tax returns. The parties will co-operate in connection with the preparation and filing of any Tax return or Tax statement of a BGA Group Member or a USG Contributed Entity with respect to a period or part period before the Completion Date and any administrative proceeding involving any such Tax return or Tax statement.
Pre Completion tax returns. (a) The parties will co-operate in connection with the preparation and filing of any Tax return or Tax statement of a Target Entity with respect to a period or part period before the Completion Date and any administrative proceeding involving any such Tax return or Tax statement.
(b) The Warrantor will, at the expense of the Company (or relevant Target Entity), have the sole conduct and control of the preparation and filing of all Tax returns, forms or statements of each Target Entity to the extent they relate to any periods (or part periods) ending on or before the Completion Date (Pre Completion Returns).
(c) The Warrantor must deliver each Pre Completion Return to the Buyer as soon as it is available but no later than 20 Business Days before it is due to be filed (taking into account any extension of time to file the Pre Completion Return that has been properly obtained) for the Buyer’s review and comment. If the Buyer objects to any items set forth in the Pre Completion Return it must notify the Warrantor of the objection as soon as it is aware of the objection but no later than 10 Business Days before the Pre Completion Return is due to be filed.
Pre Completion tax returns. (a) The parties will co-operate in connection with the preparation and filing of any Tax return or Tax statement of the Company with respect to a period or part period before the Completion Date and any administrative proceeding involving any such Tax return or Tax statement.
(b) The Sellers will, at the Buyer’s cost and expense (such cost and expense being reasonable in the circumstances), have the sole conduct and control of the preparation and filing of all Tax returns, forms or statements (other than GST returns) of the Company to the extent they relate to any periods (or part periods) ending on or before the Completion Date (Pre Completion Returns) and the Buyer Group Members must provide, and must procure that the Company provides, reasonable assistance in doing so.
Pre Completion tax returns. (a) The Vendor shall prepare and file in a timely manner all consolidated, combined or unitary Tax returns for the Vendor's Affiliated Group for all periods ending on or prior to the Completion Date (including, with respect to the Company, a short taxable year ending on the Completion Date) and shall include the income of the Company, ▇▇▇▇▇▇▇ Australia and Delaware Newco 2 in such returns and pay any Taxes attributable to such income.
(b) All Tax returns contemplated by clause 8.2
(a) shall be prepared and filed in a manner consistent with prior practice, except as required by a change in applicable law. For all taxable periods ending on or before the Completion Date, the Vendor shall cause the Company and the Subsidiaries to file separate Tax returns in all jurisdictions requiring File Copy separate reporting from the Vendor including the final Ohio Franchise Tax return for ▇▇▇▇▇▇▇ Australia, and the Vendor shall pay all Taxes shown on such returns.
(c) The Vendor agrees to provide the following documents to the Purchaser:
(i) a copy for the Purchaser's review of portions of Tax returns relating to the Company and the Subsidiaries, at least 15 Business Days prior to the filing of such returns; and
(ii) proof of filing and evidence of Tax payments, if any.
(d) The Company, the Subsidiaries and the Purchaser shall consult and cooperate with the Vendor as to any elections to be made on returns of the Company and the Subsidiaries for periods ending on or before the Completion Date.
Pre Completion tax returns. (a) The Sellers must, at the Sellers' cost and expense, prepare and file all Tax Returns for each Group Company due after Completion in relation to any Tax period ending on or before Completion (Pre-Completion Tax Return).
(b) The Sellers must ensure that each Pre-Completion Tax Return is prepared in a manner consistent with the requirements of:
(i) any Tax Law; and
(ii) the past practice of the relevant Group Company.
Pre Completion tax returns. (a) The Sellers and the Buyer agree that the Buyer or its duly authorised agent will prepare or procure the preparation of any Tax return for each Target Entity for any Tax period:
(1) ending on or prior to the Completion Date (Pre Completion Period); and
(2) that starts prior to Completion and ends after the Completion Date (Straddle Period), so that any Tax return for any Pre Completion Period or Straddle Period may be lodged with the relevant Governmental Agency at the latest, by the last day on which they can be lodged without the imposition of penalties or interest charges.
(b) The Sellers must provide the Buyer with such reasonable assistance as is required by the Buyer and each Target Entity or its duly authorised agent to prepare any Tax return for any Pre Completion Period or Straddle Period.
(c) In preparing a Tax return for a Pre Completion Period or Straddle Period:
(1) the Buyer must, no later than 10 Business Days prior to the due date for lodgement for a Business Activity Statement and no later than 30 Business Days prior to the due date for lodgement for any other Tax return, provide the Sellers with a copy of the Tax return and supporting calculations for the Sellers' review and comment;
(2) if any Sellers object to any item in a relevant Tax return, the Sellers must notify the Buyer of the objection no later than 5 Business Days prior to the due date for lodgement for a Business Activity Statement and no later than 10 Business Days prior to lodgement for any other Tax return and the parties must attempt in good faith to resolve the dispute; and
(3) if the parties cannot resolve the dispute by agreement by the due date for lodgement of the Tax return:
(A) the Buyer will (or will cause the relevant Target Entity to) lodge the Tax return as prepared by the due date for lodgement;
(B) the Buyer and the Sellers must appoint an independent expert to resolve the dispute under clause 15.4(d); and
(C) if required as a result of the independent expert's determination, the Buyer will (or will cause the relevant Target Entity to) make, file, lodge or submit an amended Tax return (or otherwise request an amendment of an assessment or propose an adjustment to a Tax return or Tax assessment) which reflects the resolution of the disputed items.
(d) If the Buyer and the Sellers are required to appoint an independent expert under this clause 15.3, then:
(1) they must as soon as practicable appoint an independent expert to determine the proper amounts for t...