Preparation of Income Tax Returns. You are o are not o authorized to prepare our income tax returns. If we have requested this service, you are authorized to charge the Account based on the amount of work involved.
Preparation of Income Tax Returns. Seller shall prepare and file, in a timely fashion, all appropriate and necessary federal, state and other income tax returns, reports and estimates, the filing of which is required by law ("Income Tax Returns") which include, on a consolidated or any other reporting basis, the results of operations of PEI and any partnership or joint venture of which PEI is a member for all taxable years ending prior to or on the Closing Date. Seller shall pay or discharge any and all federal, state or local income taxes for which PEI may be held liable as a result of Income Tax Returns required to be filed by or on behalf of PEI with respect to any taxable years ending prior to or on the Closing Date.
Preparation of Income Tax Returns. (i) Xxxxxx shall, and shall cause each member of the Xxxxxx Group to, prepare and submit to Telecom, at Xxxxxx' expense, all information that Telecom shall reasonably request, in such form as Telecom reasonably shall request and (i) by no later than 150 days prior to the due date (taking into account extensions), but in no case earlier than 60 days after the close of the relevant taxable period of the GM Group, (A) to enable GM to prepare the Income Tax Returns described in Section 2.a(i) hereof, and (B) to enable Telecom to prepare the Income Tax Returns described in Sections 2.a(ii) and 2.c hereof, and (ii) by the time reasonably specified by Telecom, to enable Telecom to determine the amounts of estimated tax due and to prepare any related documentation in respect of the taxable periods covered by the Income Tax Returns described in clauses (i)(A) and (B) of this sentence. In the event that Xxxxxx (x) does not timely provide such information or (y) provides information that is incomplete or otherwise not reasonably satisfactory to Telecom and does not cure such defect within 20 days after Telecom gives notice thereof, Telecom shall be entitled to require Xxxxxx to engage, at Xxxxxx' expense, a nationally recognized independent accounting firm reasonably acceptable to Telecom to gather and provide, in the manner set forth in the preceding sentence, the information which Xxxxxx is required to provide under this Section 7.a.
(ii) Telecom shall, and shall cause each member of the GM Group to, prepare and submit to Xxxxxx, at Telecom's expense, all information that Xxxxxx reasonably shall request to enable Xxxxxx to prepare any Income Tax Returns which Xxxxxx is responsible to prepare in accordance with Section 2 hereof. In the event that Telecom (x) does not timely provide such information or (y) provides information that is incomplete or otherwise not reasonably satisfactory to Xxxxxx and does not cure such defect within 20 days after Xxxxxx gives notice thereof, Xxxxxx shall be entitled to require Telecom to engage, at Telecom's expense, a nationally recognized independent accounting firm reasonably acceptable to Xxxxxx to gather and provide, in the manner set forth in the preceding sentence, the information which Telecom is required to provide under this Section 7.a.
Preparation of Income Tax Returns. (i) GM (or such member of the GM Group as shall be responsible for the preparation of such Income Tax Returns) shall, in its sole and absolute discretion, determine the entities to be included in a Combined Return and, subject to any right of review and approval by Xxxxxx contained in Section 2 hereof, make or revoke any Income Tax elections, adopt or change any accounting methods, and determine any other position taken on or in respect of an Income Tax Return for a Pre-Distribution Taxable Period or a Straddle Period that is required to be filed after the date of the Xxxxxx Merger Agreement; provided, however, that GM (or any such member) shall prepare all such Income Tax Returns and take all such actions, to the extent such Income Tax Returns or actions relate to the Xxxxxx Group, in a manner consistent with past practice to the extent that to do otherwise would result in a significant adverse effect on the Income Tax Liability of the Xxxxxx Group in a Post-Distribution Taxable Period (after giving effect to any inconsistency with past practice which has a beneficial effect on the Income Tax Liability of the Xxxxxx Group in a Post-Distribution Taxable Period), except (A) in the case of a state or local Income Tax Return, to the extent that such Income Tax Return is required to be, and is, consistent with the U.S. consolidated federal Income Tax Return of the GM Consolidated Group or (B) as required by applicable law or as a result of a Final Determination (in which case, GM (or such member) shall provide Xxxxxx with written notice of its intent to take any such inconsistent position at least 15 Business Days prior to filing the relevant Income Tax Return) or (C) where Xxxxxx has approved, or been deemed to have approved, an inconsistency with past practice having an adverse effect on the Xxxxxx Group, which inconsistency with past practice was specifically identified in a separate statement provided by Telecom in connection with an Income Tax Return or portion thereof supplied to Xxxxxx in accordance with the provisions of Section 2 hereof.
(ii) Xxxxxx shall, and shall cause each member of the Xxxxxx Group to, execute such documents and take such actions as shall be reasonably requested by GM or Telecom to cause those members of the Xxxxxx Group or Xxxxxx Post-Merger Group designated by GM or Telecom to be included in any Combined Return (whether it relates to a Pre-Distribution Taxable Period or a Straddle Period). Without limiting the foregoing, Xxxxxx...
Preparation of Income Tax Returns. The Company shall arrange for the preparation and timely filing of all returns of Company income, gains, deductions, losses and other items necessary for federal and state income tax purposes and shall cause to be furnished to the Members the tax information reasonably required for federal and state income tax reporting purposes. The classification, realization and recognition of income, gain, losses and deductions and other items, for federal income tax purposes, will be on that method of accounting as recommended by the independent public accountant as set forth in Exhibit F, as determined in their reasonable discretion with the consent of a Majority of the Managers including at least one Manager designated by Gum Tech and at least one Manager designated by BDT.
Preparation of Income Tax Returns. After Closing, the Parent shall cause the Surviving Company to timely prepare (or cause to be prepared) and deliver to the Member Representative proposed forms of the federal and applicable state income Tax Returns for the Company for the period ending on or prior to the Closing Date, and all related schedules including, but not limited to, forms K-1 (the "Final Company Tax Returns"). The Final Company Tax Returns shall be prepared in accordance with the Company's past practice in preparing its income Tax Returns previously filed; provided that, at the request of Parent, the Company shall make an election in accordance with Section 754 of the Code effective for the taxable year that ends on the date of the Closing and shall not seek to revoke that election at any time. With respect to each Final Company Tax Return (i) no later than 60 days following the date of Closing the Parent shall deliver to the Member Representative a copy of the prepared Tax Return, (ii) the Member Representative and its representatives shall have the opportunity to examine the Tax Return and the associated work papers, schedules and other documents prepared in connection with the preparation of the Tax Return and (iii) after approval thereof by the Member Representative, which shall not be unreasonably withheld, the Parent shall cause Surviving Company to timely file the Tax Return.
Preparation of Income Tax Returns. PBI will prepare and file, with the assistance of Office Systems Group, all Returns of PBI Consolidated Group and all Separate Income Tax Returns of any member of that group for all Pre-Distribution Tax Periods. PBI shall have the right with respect to such Returns to determine (A) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (B) whether any extensions should be requested, and (C) the elections that will be made by any member of PBI Group or Office Systems Group; provided, however, that PBI will consult with Office Systems regarding the manner in which items related to Office Systems Group will be reflected in such returns and will undertake in good faith to prepare such Returns in a manner that PBI determines may be substantively beneficial to the Office Systems Group for any Post- Distribution Tax Period, but only to the extent that such manner of preparing Returns has no adverse impact on PBI.
Preparation of Income Tax Returns. Parent shall prepare and file, or cause to be prepared and filed, all Income Tax Returns for the Acquired Companies that are filed or are required to be filed after the Closing Date. Parent shall provide to the Representative drafts of each Income Tax Return that includes any taxable period or portion thereof ending on or prior to the Closing for review and comment at least 30 days prior to the filing thereof. The Representative shall provide comments with proposed changes (if any) to the Parent within 15 days after the receipt of such Income Tax Return and Parent shall consider such comments and proposed changes in good faith.
Preparation of Income Tax Returns. PBI will prepare and file, with the assistance of Imagistics Group, all Returns of PBI Consolidated Group and all Separate Income Tax Returns of any member of that group for all Pre-Distribution Tax Periods. PBI shall have the right with respect to such Returns to determine (A) the manner in which such returns, documents or statements shall be prepared and filed, including, without limitation, the manner in which any item of income, gain, loss, deduction or credit shall be reported, (B) whether any extensions should be requested, and (C) the elections that will be made by any member of PBI Group or Imagistics Group; provided, however, that PBI will consult with Imagistics regarding the manner in which items related to Imagistics Group will be reflected in such returns and will undertake in good faith to prepare such Returns in a manner that PBI determines may be substantively beneficial to the Imagistics Group for any Post-Distribution Tax Period, but only to the extent that such manner of preparing Returns has no adverse impact on PBI.
Preparation of Income Tax Returns. The Representative shall prepare, or cause to be prepared, all income Tax Returns of the Company for any taxable period that ends on or before the Closing Date that are due after the Closing Date, and shall submit a copy of any such income Tax Return to Buyer for Buyer’s review and comment at least 30 days before the due date for filing such Tax Return. The Sellers shall accept all reasonable written comments made by Buyer to any such Tax Returns and shall revise such Tax Returns accordingly. The Parties agree that all such Tax Returns of the Company shall be prepared consistently with Section 5.1(e), applicable law, and except to the extent inconsistent with the foregoing, past practice. Buyer shall cooperate with the Representative to cause the Tax Returns subject to this Section 5.1(d) to be filed as finally prepared after incorporating Buyer’s reasonable comments.
