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.
Appears in 5 contracts
Samples: Tax Sharing Agreement (Marine Products Corp), Tax Sharing Agreement (Dover Downs Gaming & Entertainment Inc), Tax Sharing Agreement (Dover Downs Gaming & Entertainment Inc)
Right to Review Tax Returns. The Responsible Company Party with respect to any Tax Return shall make such Tax Return (or the relevant portions thereof) and related workpapers available for review by the other CompanyParties, if requested, to the extent (ai) such Tax Return relates to Taxes for which the requesting party may Party (or any member of its Group) would reasonably be expected to be liable, (bii) such Tax Return relates to Taxes for which the requesting party may Party (or any member of its Group) would reasonably be expected to be liable in whole or in part or for any additional Taxes owing as a result of adjustments to the amount of such Taxes reported on such Tax Return, (ciii) such Tax Return relates to Taxes for which the requesting party may Party would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (div) the requesting party Party reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company Party shall use its commercially reasonable efforts to make such Tax Return (or the relevant portions thereof) available for review as required under this paragraph at least thirty (30) days prior to Section 3.07 sufficiently in advance of the due date for filing Due Date of such Tax Returns Return to provide the requesting party Party with a meaningful opportunity to analyze and comment on such Tax Returns Return, and have such Tax Returns modified before filing. The Companies shall attempt consider in good faith any written comments from the requesting Party, taking into account the Party obligated to resolve any issues bear the Tax reported on such Tax Return and whether the amount of the Tax liability with respect to such Tax Return is material. Any disagreement arising out of the review of such Tax Returns. Issues that cannot be resolved by the Companies Return shall be resolved in accordance with 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 terms of this Agreement pursuant to the time required by law (including extensions) for the filing disagreement resolution provisions of such Tax ReturnArticle 14 as promptly as practicable.
Appears in 3 contracts
Samples: Tax Matters Agreement (Amentum Holdings, Inc.), Tax Matters Agreement (Jacobs Solutions Inc.), Tax Matters Agreement (Amazon Holdco Inc.)
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 CompanyCompanies, if requested, to the extent (ai) such Tax Return relates to Taxes for which the requesting party may be liable, (bii) 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, (ciii) such Tax Return relates to Taxes for which the requesting party may have a claim for Tax Benefits under this Agreement, or (div) 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) 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; 15, 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.
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Right to Review Tax Returns. The Responsible Company with respect to any Tax Return shall make such Tax Return and related workpapers Tax Records available for review by the other Company, if requested, to the extent (ai) such Tax Return relates to Income Taxes for which the requesting party may be liable, (bii) such Tax Return relates to Income Taxes for which the requesting party may be liable in whole or in part or for any additional Income Taxes owing as a result of adjustments to the amount of Income Taxes reported on such Tax Return, (ciii) such Tax Return relates to Income Taxes for which the requesting party may have a claim for Tax Benefits under this Agreement, or (div) 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 use its reasonable best efforts to make such Tax Return and Tax Records available for review as required under this paragraph at least thirty (30) days prior to sufficiently in advance of 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, taking into account the person responsible for payment of the Income Tax (if any) reported on such Tax Return and the materiality of the amount of Income Tax liability with respect to such Tax Return. 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 Returns or 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 ReturnRecords.
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Samples: Tax Sharing Agreement (Computer Network Technology Corp)