Review of Returns Sample Clauses

Review of Returns. Any Tax Return described in Section 4.4(a) and (b) shall be prepared in a manner consistent with practices followed in prior years with respect to similar Tax Returns, except as required by changes in applicable law. (A) Each Tax Return in which the tax attributes of either Company or any of its subsidiaries after the Closing Date are determined by reference to the tax attributes of such Company or subsidiary on or prior to the Closing Date (a "CONTINUING RETURN") which is prepared or caused to be prepared by the Sellers in accordance with Section 4.4(a)(i), (B) each Tax Return prepared or caused to be prepared by the Sellers with respect to the Companies or their subsidiaries in accordance with Section 4.4(a)(ii), (C) each Tax Return prepared or caused to be prepared by the Purchaser with respect to the Companies or their subsidiaries as described in Section 4.4(b) and (D) any determination of the amount of the Sellers' Portion of any Tax, shall be subject to pre-filing review and approval (not to be unreasonably withheld) by the other party and, in the event of any disagreement between the Purchaser and the Sellers with respect to any such Tax Return or calculation, such disagreement shall be resolved by the Third Party Accountant using the procedures described below; provided that with respect to any Tax Return described in clause (B) above that is not a Continuing Return, such Tax Return shall be filed as prepared by the Sellers, subject only to the Third Party Accountant's determination that there is not a reasonable basis for any position taken by the Sellers in such Tax Return which has been disputed by the Purchaser as provided in this Section 4.4(d). The determination by such Third Party Accountant shall be final and binding on both the Purchaser and the Sellers. The fees and expenses of the Third Party Accountant shall be borne by the Purchaser and the Sellers in inverse proportion as they may prevail on matters resolved by the Third Party Accountant, which proportionate allocations shall be determined by the Third Party Accountant upon its final resolution of the matter. Unless otherwise agreed to by the parties, the Tax Returns described in clause (A), (B) or (C) and the calculations described in clause (D) (each of which is subject to the Pre-Filing Review Procedure described in this Section 4.4(d)), shall be submitted to the reviewing party at least 30 business days prior to the due date (including extensions) of such Tax Return and the revie...
Sample 1
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Review of Returns. Notwithstanding any other provision of this Agreement, Parent shall have 10 days from the date hereof to review any Returns provided to it by the Company in connection with the transactions contemplated herein and may accept or reject, at its reasonable discretion, any Return or part thereof. Upon a receipt by Company, no later than the end of such 10 day period, of a notice to the effect that any Return or part thereof is not acceptable to Parent, the parties shall deem this Agreement, for all purposes whatsoever, as if it had never been executed. The failure of the Parent to timely provide such notice shall be deemed a waiver by the Parent of its rights pursuant to this Section 5.20.
Sample 1

Related to Review of Returns

  • Filing of Returns The parties agree that, unless required by the tax authorities, the Depositor, on behalf of the Issuer, will file or cause to be filed annual or other returns, reports and other forms consistent with the characterizations described in Section 2.11(a) and the first sentence of Section 2.11(b).

  • Product Returns Client will have the responsibility for handling customer returns of the Products. Patheon will give Client any assistance that Client may reasonably require to handle the returns.

  • Information Returns At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding as of the Closing Date.

  • Extent of Return or Disposition Return or Disposition is partial. The categories of data to be disposed of are set forth below or are found in an attachment to this Directive: Return or Disposition is Complete. Disposition extends to all categories of data.

  • Timing of Return or Disposition Data shall be returned or disposed of by the following date: As soon as commercially practicable By the following agreed upon date:

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Performance Assessment 6.1 The Performance Plan (Annexure A) to this Agreement sets out key performance indicators and competencies that needs to be evaluated in terms of – 6.1.1 The standards and procedures for evaluating the Employee’s performance; and 6.1.2 During the intervals for the evaluation of the Employee’s performance. 6.2 Despite the establishment of agreed intervals for evaluation, the Employer may in addition review the Employee’s performance at any stage while the contract of employment remains in force; 6.3 Personal growth and development needs identified during any performance review discussion must be documented in a Personal Development Plan as well as the actions agreed to and implementation must take place within set time frames; 6.4 The Employee’s performance will also be measured in terms of contributions to the goals and strategies set out in the Employer’s Integrated Development Plan (IDP) as described in 6.6 – 6.13 below; 6.5 The Employee will submit quarterly performance reports (SDBIP) and a comprehensive annual performance report at least one week prior to the performance assessment meetings to the Evaluation Panel Chairperson for distribution to the panel members for preparation purposes; 6.6 Assessment of the achievement of results as outlined in the performance plan: 6.6.1 Each KPI or group of KPIs shall be assessed according to the extent to which the specified standards or performance targets have been met (qualitative and quantitative) and with due regard to ad-hoc tasks that had to be performed under the KPI; 6.6.2 A rating on the five-point scale described in 6.9 below shall be provided for each KPI or group of KPIs which will then be multiplied by the weighting to calculate the final score; 6.6.3 The Employee will submit his self-evaluation to the Employer prior to the formal assessment; 6.6.4 In the instance where the employee could not perform due to reasons outside the control of the employer and employee, the KPI will not be considered during the evaluation. The employee should provide sufficient evidence in such instances; and 6.6.5 An overall score will be calculated based on the total of the individual scores calculated above.

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

  • Claims Review Methodology ‌‌ a. C laims Review Population. A description of the Population subject‌‌ to the Quarterly Claims Review.

  • EMPLOYEE PERFORMANCE REVIEW AND EMPLOYEE FILES 19.01 (a) When a formal assessment of an employee’s performance is made, the employee concerned must be given an opportunity to discuss and then sign the assessment form in question upon its completion to indicate that its contents have been read. A copy of the assessment form will be provided to the employee at that time. An employee’s signature on his or her assessment form will be considered to be an indication only that its contents have been read and shall not indicate the employee’s concurrence with the statements contained on the form.

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