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. (a) AEPC shall prepare and file Consolidated Federal Returns on behalf of the Consolidated Group. Except as otherwise provided herein, AEPC shall make all decisions regarding any elections or other matters relating to the preparation and filing of Consolidated Federal Returns; provided, however, that in making elections and other decisions with respect to members of the Tropicana Group that solely apply to the members of the Tropicana Group, AEPC shall consult with the Tropicana Group in good faith to attempt to (i) minimize the liability of the Tropicana Group members for liability for Federal Income Taxes and State Income Taxes, including without limitation liability under this Agreement, and (ii) maximize the Tropicana Group’s Tax Benefits.
(b) Tropicana shall have the right to review and comment on any pro forma consolidated federal returns that include only the Tropicana Group treated as a separate consolidated group for the taxable periods during which the members of the Tropicana Group were members of the Consolidated Group and AEPC shall consider any such comments in good faith. AEPC shall provide copies of any such pro forma consolidated federal return to Tropicana no later than thirty (30) days prior to the relevant due date of the corresponding Consolidated Federal Return along with AEPC’s calculation of the Tropicana Group Taxes (as defined below) as calculated in accordance with Section 11.
(c) AEPC shall have the right to review and comment on any Tax Return with respect to State Income Taxes to be filed by any member of the Tropicana Group (or any of its Subsidiaries) to the extent that it relates to a taxable year that includes the Effective Time and Tropicana shall accept any such comments to the extent that such comments are reasonable and relate to net income or gain resulting from or attributable to the Section 338 Election, the Insight Disposition, the distribution, transfer or disposition of the Aruba Operations as contemplated in Section 6.16 of the Merger Agreement or the Real Estate Purchase (as defined in the Real Estate Purchase Agreement). Tropicana shall provide copies of any such Tax Return to AEPC no later than thirty (30) days prior to the relevant due date of such Tax Return along with Tropicana’s calculation of the Actual State Income Tax Amount (as defined below).
Preparation of Income Tax Returns. (i) The Purchaser shall, and shall cause each member of the Company Group to, prepare and submit to the Seller, at the Purchaser's expense, all information that the Seller shall request, in such form as the Seller shall reasonably request, by the time specified by the Seller (which time shall be consistent with the timing of requests made by the Seller or other members of the GM Group to any member of the Company Group in prior taxable periods), (A) to enable the Seller (or the designated Subsidiary of the Seller) to prepare the Income Tax Returns described in Sections 11.1(a)(i), 11.1(a)(ii) and 11.1(c) hereof, and (B) to enable the Seller 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 clause (A) of this sentence. In the event that the Purchaser (x) does not timely provide such information or (y) provides information that is incomplete or otherwise not reasonably satisfactory to the Seller and does not cure such defect within 30 days after the Seller gives notice thereof, the Seller shall be entitled to require the Purchaser to engage, at the Purchaser's expense, a nationally recognized independent accounting firm reasonably acceptable to the Seller to gather and provide, in the manner set forth in the preceding sentence, the information which the Purchaser is required to provide under this Section 11.5(a).
(ii) The Seller shall prepare and submit to the Purchaser, at the Seller's expense, all information that the Purchaser shall request to enable the Purchaser to prepare any Income Tax Returns which the Purchaser is responsible to prepare in accordance with Section 11.1(b) hereof. In the event that the Seller (A) does not timely provide such information or (B) provides information that is incomplete or otherwise not reasonably satisfactory to the Purchaser and does not cure such defect within 30 days after the Purchaser gives notice thereof, the Purchaser shall be entitled to require the Seller to engage, at the Seller's expense, a nationally recognized independent accounting firm reasonably acceptable to the Purchaser to gather and provide, in the manner set forth in the preceding sentence, the information which the Seller is required to provide under this Section 11.5(a).
Preparation of Income Tax Returns. After Closing, the Member Representative shall prepare (or cause to be prepared) and deliver to Mitek proposed forms of the federal and applicable state income Tax Returns for Parascript 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 Parascript Tax Returns”). The Final Parascript Tax Returns shall be prepared in accordance with Parascript’s past practice in preparing its income Tax Returns previously filed; provided that Parascript shall make an election in accordance with Code § 754 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 Member Representative shall deliver to Mitek a copy of the prepared Tax Return, (ii) Mitek 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 Mitek, which shall not be unreasonably withheld, Mitek shall cause the Surviving Company to timely file the Tax Return.
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. 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.
Preparation of Income Tax Returns. As between Buyer and Parent, the party responsible for preparing an Income Tax Return of the Company, but not any Parent Return, pursuant to this Section 6.3(c) shall provide the other party with completed drafts of any Straddle Return, Buyer Prepared Return or Seller Prepared Return relating to Income Taxes for the other party’s review and comment at least thirty (30) days prior to the date by which such Tax Returns must be filed and shall incorporate any reasonable comments of the reviewing party thereto to the extent consistent with this Agreement. The reviewing party shall promptly provide the preparing party with comments, if any, on the completed drafts of such Company Tax Returns within fifteen (15) days after receipt of the same. If the reviewing party fails to timely provide comments within the period specified above, then the completed drafts shall be deemed approved. Parent and Buyer shall in good faith seek to resolve any disputes, but if they are unable to reach an agreement with regard to any disputed items on a Tax Return described in this Section 6.3(c), the disputed items shall be resolved by the CPA Firm in accordance with Section 2.4(e). If the CPA Firm is unable to resolve any disputed items before the due date (including applicable extensions) for filing such Tax Return, the Tax Return shall be filed as prepared (or caused to be prepared) by Seller or Buyer, as the case may be, and then amended to reflect the CPA Firm’s resolution.
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. After Closing, the Member Representative shall prepare (or cause to be prepared) and deliver to AHC and Parent proposed forms of the federal and applicable state income Tax Returns for Parascript 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 Parascript Tax Returns”). The Final Parascript Tax Returns shall be prepared in accordance with Parascript’s past practice in preparing its income Tax Returns previously filed; provided that Parascript shall make an election in accordance with Code § 754 effective for the taxable year that ends on the date of the Closing and shall not seek to revoke that election at any time. After Closing, AHC shall prepare (or cause to be prepared) and deliver to Parascript and Parent proposed forms of the federal and applicable state income Tax Returns for AHC for the period ending on or prior to the Closing Date, and all related schedules (the “Final AHC Tax Returns”). With respect to each Final Parascript Tax Return (i) no later than 60 days following the date of Closing the Member Representative shall deliver to Parent and AHC a copy of the prepared Tax Return, (ii) Parent and AHC 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 Parent and AHC, which shall not be unreasonably withheld, Parent and AHC shall cause the Parascript Surviving Company to timely file the Tax Return.
