Tax Return Preparation Clause Samples
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Tax Return Preparation a. Should a client retain us to prepare tax returns, we shall prepare federal and state income tax returns for the particular year from information which is furnished to us. We shall not audit or otherwise verify the data submitted, although it may be necessary to ask for clarification of some of the information.
b. It is the client’s responsibility to provide all the information required for the preparation of complete and accurate returns. The client should retain all original documents, including cancelled checks, receipts, and other evidence of the data that form the basis of income and deductions, providing us only with copies as necessary. The originals may be necessary for the client to prove the accuracy and completeness of the returns to a taxing authority. The client has the final responsibility for the income tax returns; and, therefore, the client should review them carefully before signing them or authorizing us to file the returns electronically.
c. Although we may render such accounting and bookkeeping assistance as determined to be necessary for preparation of the income tax returns, our responsibility does not include any procedures designed to discover defalcations and/or irregularities, should any exist.
d. We shall retain electronic copies of the documents that are provided to us and copies of the tax returns, making reasonable efforts to preserve the same in the event of fire or other disaster; however, our files are maintained for convenience only, and nothing overrides the client’s primary responsibility for maintaining its own records. The files that we keep are retained for a term as set out in clause 13.3.a.
Tax Return Preparation. (a) Subject to Section 2.2(b), (i) IHM shall prepare and file, or cause to be prepared and filed, all Tax Returns that are required under applicable law to be filed by, with respect to or on behalf of any Outdoor Group Member (whether or not such Outdoor Group Member files a Tax Return on a consolidated, combined or unitary basis with any IHM Group Member) on or before the date of the CCH Distribution and which IHM has prepared and filed, or caused to be prepared and filed with respect to or on behalf of any Outdoor Group Member pursuant to the most recent past practice of IHM, and (ii) IHM shall prepare and file, or cause to be prepared and filed, any Tax Return which IHM determines shall be filed on a consolidated, combined or unitary basis with any Outdoor Group Member, for any Taxable Period beginning before a Deconsolidation Event applicable to the Tax that is the subject matter of the relevant Tax Return.
(b) With respect to the Tax Returns prepared by IHM pursuant to Section 2.2(a), CCOH or, after the CCOH Merger, CCH shall be entitled to review (i) any income Tax Returns which relate solely to the Outdoor Group and (ii) any Tax Returns, or portions thereof, which relate to (x) Taxes for which an Outdoor Group Member may be liable under applicable law or (y) Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement. IHM shall provide each such Tax Return or portions thereof, as applicable, to CCOH or, after the CCOH Merger, CCH at least thirty (30) days prior to the due date for filing such Tax Return (including extensions). CCOH or CCH shall provide comments as soon as practicable with respect to such Tax Returns or portions thereof, and, either (i) IHM shall reflect such comments on such Tax Returns, or (ii) the consent of CCOH or, after the CCOH Merger, CCH, not to be unreasonably withheld or delayed, shall be required, in each case before such Tax Returns are filed with the applicable Taxing Authority, provided, however, that IHM shall not be required to reflect the comments of CCOH or, after the CCOH Merger, CCH or obtain the consent of CCOH or, after the CCOH Merger, CCH with respect to any matter reflected on such Tax Return which is not reasonably expected to affect any Taxes or Tax Items in respect of which any Outdoor Group Member is entitled to any rights or benefits, or has any obligations, under this Agreement, provided further, however, that if a ...
Tax Return Preparation. (i) Buyer shall prepare and file (A) all Tax Returns related to the Transferred Real Property and (B) all Tax Returns of the Company that are required to be filed after the Closing Date, in each case, that relate to any Tax period ending on or before the Closing Date or any Straddle Period. Buyer shall prepare such Tax Returns in a manner consistent with past practices (unless otherwise required by Applicable Law) and, to the extent applicable, the conventions provided in Section 6.17(c). Buyer shall send the Seller Representative a copy of each such (A) Income Tax Return (together with such schedules and supporting work papers as the Seller Representative may reasonably request) for its review and comment at least 20 days prior to the due date of such Tax Return and (B) other Tax Return for its review and comment as soon as practicable prior to the due date of such Tax Return. Buyer and the Seller Representative shall cooperate in good faith to resolve any reasonable comments provided by the Seller Representative to Buyer at least 10 days prior to the due date of such Income Tax Return. Buyer shall consider in good faith the Seller Representative’s comments with respect to any other Tax Returns prepared by Buyer pursuant to this Section 6.17(b)(i). Except to the extent taken into account in the calculation of Closing Date Indebtedness and resulting in an adjustment to the Purchase Price, as adjusted and finally determined pursuant to Section 1.7, the Seller Representative, on behalf of the Sellers, shall pay to Buyer Sellers’ allocable share of any Taxes for a Pre-Closing Tax Period shown on such Tax Returns no later than five days before the due date for the Tax Return for such Taxes.
(ii) Except as required by Applicable Law, Buyer shall not, and shall not cause or permit the Company to (A) amend a Tax Return of the Company for a Pre-Closing Tax Period; (B) other than in accordance with Section 6.17(c), make or revoke an election on any Tax Return filed after the Closing Date that adversely affects the Taxes or Tax Returns of the Company for a Pre-Closing Tax Period or (C) enter into (or pursue) any voluntary disclosure agreement with any Governmental Entity that relates solely to Taxes or Tax Returns of the Company for any taxable period that ends on or before the Closing Date, in each case, if such action would be reasonably likely to increase any Tax Liability for the Sellers (including Taxes for which the Sellers are obligated to indemnity a Buyer I...
Tax Return Preparation. Prepare income tax returns Calculate provisions Draft returns for auditor review and signature as paid preparer - Prepare excise tax returns Calculate provisions Draft returns for auditor review
Tax Return Preparation. Consolidated Returns.
(a) GCI Properties shall prepare and timely file -------------------- any Consolidated Return which includes one or more, but only, members of the GCI Group for any taxable period which ends on or prior to the Distribution Date. The Consolidated Return shall be prepared by GCI Properties in compliance with applicable tax laws and on a basis that is consistent with any IRS ruling or opinion of tax counsel obtained by GCI or GCI Properties and with prior Consolidated Returns (to the extent applicable). Not later than 60 days prior to the due date for filing the Consolidated Return. GCI shall notify GCI Properties in writing of any objections it has to the treatment of any Tax Item on the Consolidated Return within 30 days after the receipt of the Consolidated Return; provided, however, that when such objections relate to items which do not affect the Tax liability of the Post-Distribution GCI Group or adversely affect the "tax-free" treatment of the Distribution or the Restructuring Taxes, the objections shall be set forth in writing, specifically stating that there does not exist a reasonable basis or substantial authority for the tax treatment being accorded such item. Any failure to provide such objection shall be considered acceptance by GCI of the Consolidated Return as prepared by GCI Properties. If a written objection is made by GCI, the tax managers of GCI and GCI Properties will meet and try in good faith to resolve all disagreements with respect to the treatment of the Tax Item(s) in question within 5 days of the receipt of the written objection. If the tax managers are unable to resolve all disagreements with respect to the treatment of the Tax Item(s) in question, then one of the "Big Six" certified public accounting firms will be chosen by GCI and GCI Properties to advise as to the proper treatment of the Tax Item(s) in dispute; provided, however, that when any disagreement which relates to an item which does not affect the Tax liability of the Post-Distribution GCI Group or adversely affect the "tax-free" treatment of the Distribution or the Restructuring Taxes, the item shall be reported in accordance with the tax treatment determined by GCI Properties provided that GCI has received a letter from the chief financial officer of GCI Properties that, after consultation with its tax adviser, substantial authority exists for the tax treatment being accorded the item by GCI Properties. GCI Properties will provide GCI with a cop...
Tax Return Preparation. (i) The Sellers shall prepare and file, or cause to be prepared and filed, at the sole cost and expense of the Sellers, any Flow-Through Income Tax Returns of the Group Entities for any taxable period ending on or before the Closing Date, including, for the avoidance of doubt, such Tax Returns that are required to be filed on or after the Closing Date, and such Tax Returns shall be prepared and filed in a manner consistent with the most recent past practice of the Group Entities, unless otherwise required by applicable Tax Law at a “more likely than not” or higher level of confidence. Not later than thirty (30) days prior to the due date (taking into account all extensions properly obtained for filing such Tax Returns), the Sellers shall provide Purchaser with a copy of the draft of each such Tax Return for Purchaser to review and timely provide comments to such Tax 77 Return, and the Sellers shall incorporate any comments timely provided by Purchaser, to the extent such comments are reasonable.
(ii) Except for Tax Returns filed under clause (i), Purchaser shall prepare and file, or cause to be prepared and filed, all other Tax Returns of each of the Group Entities that are required to be filed by the Group Entities after the Closing Date. With respect to any Flow-Through Income Tax Returns of a Group Entity for a Straddle Period, such Tax Returns shall be prepared and filed in a manner consistent with the most recent past practice of the Group Entities, unless otherwise required by applicable Tax Law at a “more likely than not” or higher level of confidence. Not later than thirty (30) days prior to the due date (taking into account all extensions properly obtained for filing such Tax Returns), Purchaser shall provide the Sellers with a copy of the draft of each such Tax Return for the Sellers to review and timely provide comments to such Tax Return, and Purchaser shall incorporate any comments provided timely and jointly by the Sellers, to the extent such comments relate to the Pre-Closing Tax Period of such Straddle period and are reasonable.
(iii) Purchaser shall not amend any Tax Return filed under clause (i) or (ii), (to the extent related to the Pre-Closing Tax Period of the Straddle Period) without Sellers’ prior written consent.
Tax Return Preparation. (i) Seller shall include the income of the Company (including any deferred items triggered into income by Treasury Regulation section 1.1502-13 and any excess loss account taken into income under Treasury Regulation section 1.1502-19) on Seller’s consolidated U.S. federal income Tax Return and any applicable state unitary, combined or consolidated Tax Returns for all taxable periods through the end of the Closing Date and shall pay any U.S. federal and state income Taxes attributable to such income (“Seller Group Income Taxes”). Any deductions for payments of Company Transaction Expenses shall be allocated to Seller’s consolidated U.S. federal Tax Return in accordance with Treasury Regulation Section 1.1502-76(b)(1). The income of the Company shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Company as of the end of the Closing Date, and Seller shall indemnify and hold harmless Holdings, Newco, Buyer, the Company and the Company’s Subsidiaries for any Seller Group Income Taxes and for the reasonable out-of-pocket costs and expenses, including reasonable professional fees and disbursements, of asserting its rights with respect to such Seller Group Income Taxes under this Section 6.4(a)(i).
(ii) The Company shall (and Seller shall cause the Company to) prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns of the Company and its Subsidiaries that are due with respect to a Pre-Closing Tax Period (other than Tax Returns described in Section 6.4(a)(i)) and shall pay all Taxes shown as due with respect to such Tax Returns. Seller shall indemnify and hold harmless Holdings, Newco, Buyer, the Company and the Company’s Subsidiaries for any Pre-Closing Taxes and for the reasonable out-of-pocket costs and expenses, including reasonable professional fees and disbursements, with respect to Pre-Closing Taxes, except for Taxes specifically taken into account in Company Net Working Capital as finally determined.
(iii) The Company shall (and Holdings shall cause the Company to) prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns of the Company and its Subsidiaries that are due after the Closing Date and that include a Pre-Closing Tax Period (other than Tax Returns described in Sections 6.4(a)(i) and (ii)). All such Tax Returns shall be prepared in a manner consistent with past practice of the Co...
Tax Return Preparation. Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Target and its Subsidiaries for all taxable periods ending on or prior to the Closing Date that are filed after the Closing Date. Parent shall permit the Target Stockholder Representative to review and approve each such Tax Return prior to filing (such approval not to be unreasonably withheld, delayed or conditioned) and Parent and Target and its Subsidiaries shall cooperate in the filing of all such Tax Returns. Parent or Target shall prepare or cause to be prepared all other Tax Returns for Target and its Subsidiaries. All Taxes owed by Target or any of its Subsidiaries shall be paid by Target or the applicable Subsidiary.
Tax Return Preparation. All Tax Returns prepared pursuant to this Section 4.3 shall be prepared in a manner consistent with prior practices, methods, and elections of the Company, as applicable, unless otherwise required by applicable law. The preparing Party shall deliver copies of the Tax Returns prepared by such Party to the non-preparing Party, for review and comment, at least twenty (20) days prior to filing. The non-preparing Party shall provide any written comments within ten (10) days after receipt of such Tax Return from the preparing Party. If no such written comments are delivered, then non-preparing Party shall be deemed to have accepted such Tax Return. Upon receipt of written comments, the Purchaser and the Seller Representative shall consult and attempt to resolve in good faith all reasonable comments to any Tax Returns. If, after consulting in good faith, the Purchaser and the Seller Representative are unable to resolve any comments, then, if such unagreed Tax Return is a non-income Tax Return or a Straddle Period income Tax Return, it shall be referred to the Arbitrator for resolution. If the Arbitrator is unable to make a determination with respect to any disputed item prior to the due date for the filing of the Tax Return in question, then (i) the Seller Representative, the Purchaser, or the Company, as applicable, shall timely file such Tax Return in accordance with the preparing Party’s reasonable position and (ii) when the Arbitrator subsequently resolves the dispute, the Seller Representative, the Purchaser, or the Company, as applicable, shall promptly file an amended Tax Return, if necessary, reflecting the resolution by the Arbitrator. The fees and expenses of the Arbitrator shall be shared equally by the Seller Parties and the Purchaser.
Tax Return Preparation. (i) Following the Closing, Parent shall prepare and file, or shall cause to be prepared and filed, all Tax Returns of the Surviving Corporation and its Subsidiaries required to be filed after the Closing Date. To the extent that the Common Equity Holders have an indemnification obligation pursuant to Section 9.2 of this Agreement, (A) such Tax Return shall be prepared in a manner consistent with prior practice unless such prior practice has been determined to be incorrect or a contrary treatment is required by applicable law (or judicial or administrative interpretations thereof); (B) Parent shall provide the Stockholders' Representative with copies of such Tax Return and a statement calculating related indemnification obligation of and/or amount due from the Common Equity Holders at least 30 days prior to the due date for filing such Tax Return (giving effect to applicable extensions); and (C) the Stockholders' Representative shall have the right to provide comments and proposed amendments in writing for 15 days following receipt thereof. The failure of the Stockholders' Representative to propose any changes to any such Tax Return within such 15 days shall be deemed to be an indication of its approval thereof. Parent and Stockholders' Representative shall attempt in good faith mutually to resolve any dispute regarding such Tax Returns prior to such due date for filing thereof. If Parent and Stockholders' Representative cannot reach an agreement regarding such dispute, the dispute shall be presented to the Accounting Referee the determination of which shall be binding upon both parties, provided, however, that Parent and Stockholders' Representative shall require the Accounting Referee to use its best effort to ensure that such determination is made within ten (10) days but in no event later than five (5) days prior to the due date for the filing of such Tax Return. If the Accounting Referee cannot make its determination within such time frame, Parent shall file the Tax Return as originally proposed subject only to those adjustments mutually agreed by Parent and Stockholders' Representative. To the extent necessary, amendments to any such Tax Return shall be filed based on the Accounting Referee determination.
(ii) Notwithstanding anything to the contrary contained in this Agreement, each party shall be responsible for its own costs and expenses incurred in connection with this Section 7.14(c); provided, however, that all costs and expenses of the Accounti...