Seller Prepared Tax Returns Clause Samples
Seller Prepared Tax Returns. All Seller Prepared Tax Returns shall be prepared and completed in a manner consistent with prior practice of the Target Company Group (including the Pre-Conversion Target Company, as applicable) and without change of any election, accounting method or convention (other than the Target Company’s change from a cash-basis to an accrual-basis taxpayer prior to Closing). Prior to filing any such Seller Prepared Tax Return, Seller shall deliver, no later than thirty (30) days prior to the due date for filing (including extensions), or, in the case of Tax Returns filed on a more frequent than annual basis, as soon as is reasonably practicable, such Seller Prepared Tax Return to Buyer for its review and comment. Buyer shall provide any comments to Seller in writing within fifteen (15) days of receipt, or, in the case of Tax Returns filed on a more frequent than annual basis, at least two (2) days prior to the due date for filing (including extensions). Seller shall consider in good faith any reasonable comments provided by ▇▇▇▇▇. If Seller and ▇▇▇▇▇ cannot resolve any disputed item with respect to the preparation and filing of Seller Prepared Tax Returns, the item(s) in question shall be resolved by the Reviewing Accounting Firm as promptly as practicable. The Reviewing Accounting Firm’s resolution of the dispute will be final and binding on the parties (absent manifest error or fraud). The cost of the Reviewing Accountant Firm’s review and determination shall be shared equally by ▇▇▇▇▇▇ and ▇▇▇▇▇. For the avoidance of doubt, the filing of any Tax Return shall not be delayed beyond its due date (taking into account valid extensions) on account of any unresolved disagreement between Seller and Buyer; provided that the parties shall promptly amend any such previously-filed Tax Return to reflect the Reviewing Accounting Firm’s subsequent determination pursuant to this Section 6.4(c). For the avoidance of doubt, Seller, as successor to the Pre-Conversion Target Company for income Tax purposes by reason of the “reorganization” pursuant to Section 368(a)(1)(F) of the Code, as described in Rev. Rul. 2008-18, shall timely file and execute any IRS Form 1120-S for the taxable year ending December 31, 2025.
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 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 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. 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.
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 ▇▇▇▇▇, 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. 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. 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).