Seller Prepared Tax Returns. Sellers, at their sole cost and expense, but subject to Buyer’s review and comment, shall be required to, and shall have the sole and exclusive authority to, prepare or cause to be prepared on behalf of the Company its Form 1065, U.S. Return of Partnership Income, for the Tax year that includes the Closing Date, including the issuance of a Schedule K-1, Partner’s Share of Income, Deductions, Credits, etc., to each Person who was a partner for U.S. federal income tax purposes of the Company during such Tax year and whether to file any extension to file such Tax Return (“Seller Prepared Tax Returns”). Notwithstanding any other provision of this Agreement to the contrary, Sellers shall cause the Company to make the election described in Section 754 of the Code on such Form 1065 for the tax year that includes the Closing Date. Sellers shall submit, or cause to be submitted, such Seller Prepared Tax Returns to Buyer at least thirty (30) days prior to the due date for the filing of such Seller Prepared Tax Returns (taking into account any valid extensions of time to file) for Buyer’s review and comment.
Seller Prepared Tax Returns. Seller, at its sole cost and expense, shall prepare, or cause to be prepared, all Tax Returns that relate to the Seller Affiliated Group (each a “Seller Prepared Tax Return”). Each Seller Prepared Tax Return shall be prepared in a manner consistent with (A) past practice, procedures, and accounting methods of the Seller Affiliated Group, as applicable, to the extent permitted by law, and (B) the conventions set forth in Section 6.01(c). Seller shall pay all Taxes shown as due and owing on any Seller Prepared Tax Return.
Seller Prepared Tax Returns. Seller shall prepare or cause to be prepared all Tax Returns required to be filed by each of the Targets on or before the Closing Date (“Seller Prepared Tax Returns”). Seller shall submit a draft of any such Seller Prepared Tax Return to Buyer for its review and comment at least ten (10) days prior to the due date of such Tax Return, and Seller shall consider in good faith any reasonable comments by Buyer that are submitted no less than five (5) days prior to the due date of such Seller Prepared Tax Return. Seller and Buyer agree to consult and timely resolve in good faith any issue arising as a result of Buyer’s review of such Seller Prepared Tax Returns. All Tax Returns required to be filed pursuant to this Section 6.11(c)(i) shall be filed in a manner consistent with prior practices, unless (i) otherwise required by applicable Law or (ii) Seller concludes that there is no reasonable basis for such position. Seller shall timely file all such Seller Prepared Tax Returns and shall timely pay (or cause to be timely paid) all Taxes due with respect to such Seller Prepared Tax Returns.
Seller Prepared Tax Returns. Seller shall, at Seller’s sole cost and expense, prepare and timely file (or cause the same to be done), on behalf of the Company all Tax Returns that are due prior to Closing and which relate to any taxable period of the Company ending on and as at the Closing (the “Seller Prepared Tax Returns”). Each Seller Prepared Tax Return shall be prepared in a manner consistent with the past practice of the Company.
Seller Prepared Tax Returns. Seller will prepare or cause to be prepared all Tax Returns required to be filed with respect to the Purchased Assets (including, for the avoidance of doubt, Pre-Closing DESS Returns) for all (a) Tax periods ending on or before the Closing Date and (b) Straddle Periods (collectively, “Seller Prepared Tax Returns”). All income Tax Returns of DESS required to be filed by Seller pursuant to this Section 7.02 (“Pre-Closing DESS Returns”) will be filed in a manner consistent with prior practices, unless otherwise required by applicable Law. Seller shall deliver a draft of any such Pre-Closing DESS Returns to Purchaser for its review, comment and approval (such approval not to be unreasonably withheld, conditioned or delayed) not less than 30 days prior to the date on which such Tax Returns are due to be filed (taking into account any applicable extensions). The Parties agree to consult and timely resolve in good faith any issue arising as a result of Purchaser’s review of such Pre-Closing DESS Returns. In the event that Seller and Purchaser are unable to resolve an issue on any Pre-Closing DESS Return, Seller and Purchaser shall refer such dispute to the Accounting Firm for final determination (with the Accounting Firm’s determination to be limited to only the disputed items in such Pre-Closing DESS Return), the costs of which shall be borne equally by Seller and Purchaser. Purchaser and Seller agree to file any such Pre-Closing DESS Return (or to amend any such Pre-Closing DESS Return that was required to be filed during the period the Accounting Firm was making its determination) consistent with the Accounting Firm’s determinations as to the disputed items. Seller will timely file or cause to be timely filed all Seller Prepared Tax Returns. Seller will timely pay or cause to be timely paid all Taxes due with respect to such Seller Prepared Tax Returns for a Pre-Closing Tax Period, but only to the extent that such Taxes are not taken into account in determining the Base Purchase Price as adjusted pursuant to this Agreement. Purchaser will promptly pay, or cause to be promptly paid, to Seller the amount of such Tax for which Purchaser is responsible pursuant to this Agreement for any such Seller Prepared Tax Return. Seller shall not make an election under Section 336(e) of the Code with respect to the Transactions.
Seller Prepared Tax Returns. The Sellers shall, at Sellers’ sole cost and expense, prepare and timely file (or cause the same to be done), on behalf of the Company all Tax Returns relating to any taxable period of the Company ending on and as of the Closing and with respect to which Tax Returns the Company’s items of income, gain, loss, profit, deduction, expense or credit are required to be reported to the Sellers on a “pass-through” basis (the “Pass Through Income Tax Returns”). Each Pass Through Income Tax Return shall be prepared in a manner consistent with the past practice of the Company.
Seller Prepared Tax Returns. All Seller-Prepared Tax Returns shall be prepared in a manner consistent with past practices of the Company and the Subsidiaries, except where otherwise required by applicable Law. The Principal Sellers shall deliver to the Purchasers for their review and comment a draft of all Seller-Prepared Tax Returns, at least forty-five (45) days prior to the due date for the filing of such Tax Return (taking into account any applicable extensions). Following the receipt of each such Tax Return, the Purchasers shall have a period of ten (10) days to provide the Principal Sellers with any reasonable, good-faith comments to such Tax Return, which the Principal Sellers shall consider in good faith; provided, however, if such good faith consideration is unable to resolve any issue, then such issue will be resolved in accordance with Section 6.1(b)(v).
Seller Prepared Tax Returns. Sellers’ Representative shall prepare, or cause to be prepared, and file, or cause to be filed, all flow-through income Tax Returns of the Company and its Subsidiaries (including IRS Form 1065) with respect to all taxable periods ending on or prior to the Closing Date (each, a “Pre-Closing Tax Period” and each such Tax Return, a “Seller-Prepared Tax Return”). Sellers’ Representative shall provide Buyer with a copy of each Seller-Prepared Tax Return, which shall be prepared in a manner consistent with past practice unless otherwise required by Law or as otherwise contemplated herein (together with schedules, statements and, to the extent requested by Xxxxx, supporting documentation) at least thirty (30) days prior to the due date (including extensions) of such Seller-Prepared Tax Return. If Buyer objects to any item on any such Seller-Prepared Tax Return, it shall, within ten (10) days after delivery of such Seller-Prepared Tax Return, notify Sellers’ Representative in writing that it so objects, specifying any item(s) to which it objects, and Sellers’ Representative shall consider in good faith any such objection.
Seller Prepared Tax Returns. The Sellers shall cause the Company, at the Company’s expense, to prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all taxable periods ending on or before the Closing Date and which are due on or before the Closing Date and to pay or cause to be paid all Taxes shown as due on such Tax Returns. All Tax Returns referred to in the first sentence of this Section 6.8(a) shall be prepared in accordance with the past practices of the Company, to the extent permitted by applicable Law, and shall be subject to Section 6.1(n) if applicable. The Sellers shall cause the Company to submit any such Tax Return for Buyer’s review and comment and to incorporate Buyer’s comments with respect to such Tax Return (unless unreasonable), and Buyer shall reasonably assist in causing any such Tax Return to be filed, as necessary.
Seller Prepared Tax Returns. Between the Agreement Date and the Closing Date, Seller shall file, or cause to be filed, on a timely basis, all Tax Returns that are required to be filed by the Polycom Companies on or prior to the Closing Date. All such Tax Returns shall be prepared in accordance with applicable Law. Seller shall provide Buyer with completed drafts of such Tax Returns (including any related work papers or other information reasonably requested by Buyer) for Buyer’s review and comment at least thirty (30) days prior to the due date for filing and shall consider in good faith any reasonable comments thereto. Seller, or such Polycom Company as may be or is obligated to pay, shall timely pay (or cause to be paid, but in each case at the expense of Seller) all Taxes due and payable on the Tax Returns filed under this Section 7.2(a). If Buyer does not provide Seller with a written description of the items in the Tax Returns or the tax statement that Buyer intends to dispute within fifteen (15) Business Days following the delivery to Buyer of such documents, Buyer shall be deemed to have accepted and agreed to such documents in the form provided, and Seller shall thereafter cause all such Tax Returns to be timely filed.
