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
AutoNDA by SimpleDocs
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

  • Preparation of Returns The Managing Member shall cause to be prepared all federal, state and local tax returns of the Company for each year for which such returns are required to be filed and shall cause such returns to be timely filed. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States of America, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. Except as specifically provided otherwise in this Agreement, the Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. As promptly as practicable after the end of each Fiscal Year, the Managing Member shall cause the Company to provide to each Member a Schedule K-1 for such Fiscal Year. Additionally, the Managing Member shall cause the Company to provide to each Member, to the extent commercially reasonable and available to the Company without undue cost, any information reasonably required by the Member to prepare, or in connection with an audit of, such Member’s income tax 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.

  • Final Returns When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

  • 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.

  • Tax Characterization and Returns Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

  • Right to Review Tax Returns The Responsible Company with respect to any Tax Return shall make such Tax Return and related workpapers available for review by the other Company, if requested, to the extent (a) such Tax Return relates to Taxes for which the requesting party may be liable, (b) such Tax Return relates to Taxes for which the requesting party may be liable in whole or in part or for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (c) such Tax Return relates to Taxes for which the requesting party may have a claim for Tax Benefits under this Agreement, or (d) the requesting party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall make such Tax Return available for review as required under this paragraph at least thirty (30) days prior to the due date for filing such Tax Returns to provide the requesting party with a meaningful opportunity to analyze and comment on such Tax Returns and have such Tax Returns modified before filing. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Returns. Issues that cannot be resolved by the Companies shall be resolved in the manner set forth in Section 14; provided, however, that such Tax Return shall be timely filed in the manner prepared by the Responsible Company if the issues cannot be resolved prior to the time required by law (including extensions) for the filing of such Tax Return.

  • Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

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

Time is Money Join Law Insider Premium to draft better contracts faster.