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. 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. 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 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 and 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 11.3.a, below.
Tax Return Preparation. Each Pre-Closing Tax Return shall be prepared and filed by Seller or an Affiliate thereof. Seller shall timely pay or cause to be paid all Taxes due with respect to such Pre-Closing Tax Returns. The Buyer shall cause the Company and the Subsidiaries to furnish Tax information to Seller as requested in order to permit Seller or any of its subsidiaries (including LMDS Holdings) to timely prepare and file the Pre-Closing Tax Returns. Each Post-Closing Tax Return shall be prepared and filed by the Buyer. The Buyer shall timely pay or cause to be paid all Taxes shown on such Post-Closing Tax Returns.
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. Buyer shall prepare and file, or cause to be prepared and filed, any Tax Returns required to be filed by American Plastics Company, Inc. or New England Extrusion Inc. related to a Pre-Closing Tax Period that are due after the Closing Date (taking into account applicable extensions) to the extent such Tax Returns have not been filed prior to the Closing Date. All such Tax Returns shall be prepared in a manner consistent with past practice, except to the extent such past practice does not have “reasonable basis” in fact or law. At least 30 days prior to the due date of any such Tax Return (including applicable extensions) Buyer shall deliver to Parent a completed copy of such Tax Return, including all supporting schedules and workpapers prepared in connection with such Tax Return, for review and comment by the Parent. Buyer and Parent shall work together in good faith to resolve any differences with respect to such items.
Tax Return Preparation. The Tax Matters Representative shall arrange for the preparation and timely filing of all returns with respect to Company income, gains, deductions, losses and other items required of the Company for federal and state income tax purposes and shall use all reasonable effort to furnish, within ninety (90) days of the close of each taxable year, an estimate of the tax information reasonably required by the Members (including a draft Schedules K-1, K-2, and K-3) for federal and state income tax and any other tax reporting purposes and, within one hundred and eighty (180) days of the close of each taxable year, such final information (including a final Schedules K-1, K-2, and K-3).
Tax Return Preparation. The Executive shall be entitled to have his personal tax returns prepared by a tax accountant of the Executive’s choosing and the Company shall pay the cost for this service. In exchange, the Executive agrees to make available to the Company, during any audit or review of the Company’s tax returns by Federal or State tax authorities, all relevant copies of tax returns of the Executive.
Tax Return Preparation. Each Pre-Closing Tax Return (as defined in Section 12.17) shall be prepared by WEUS and delivered to and filed by (or shall be the responsibility of) WEUS, with respect only to any US federal income Tax Returns for all Pre-Closing Tax Periods, or by Parent, with respect to all other Tax Returns. All such Pre-Closing Tax Returns shall be filed on a basis consistent with prior Tax Returns (as defined in Section 12.17) filed with respect to the Company and its subsidiaries. Parent shall cause the Company to furnish Tax information to Weatxxxxxxx xxx inclusion in the federal and state consolidated or combined income or franchise Tax Returns in accordance with the past custom and practice of the Company. All Post-Closing Tax Returns (as defined in Section 12.17), which are required to be filed by or with respect to the Company and its subsidiaries shall be prepared and filed by Parent. Weatxxxxxxx xxxl include the income of the Company and its subsidiaries on the Weatxxxxxxx Xxxup consolidated US federal income Tax Returns for all Pre-Closing Tax Periods and shall pay and be responsible for, and be entitled to all Tax benefits with respect to, all US federal income taxes of the Company and its subsidiaries for only the Pre-Closing Tax Periods. Except as provided in the immediately preceding sentence, Parent shall timely pay or cause to be paid all Taxes shown on all Pre-Closing and Post-Closing Tax Returns.
