Tax Return Preparation. (i) To the extent not filed prior to the Closing Date, the Seller shall prepare (or cause to be prepared) all Tax Returns that are required to be filed by each of the Companies and their Subsidiaries for all Pre-Closing Tax Periods (each, a “Pre-Closing Period Tax Return”). All such Pre-Closing Period Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Companies and their Subsidiaries, except as reasonably approved by Buyer. Buyer shall allow Seller access to any and all data and information necessary for the preparation of such Pre-Closing Period Tax Returns and shall cooperate fully with the Seller in the preparation of such Pre-Closing Period Tax Returns; provided, that no employee of Buyer, any Company or any Company Subsidiary shall be required to sign any such Tax Return without, at the request of such employee, being fully indemnified by Seller for any liability incurred as a consequence of signing such Tax Return. With respect to each Pre-Closing Period Tax Return filed after the Closing Date, no later than thirty days prior to the due date (taking into account any valid extensions thereof) (“Due Date”) for the filing of such Pre-Closing Period Tax Return, the Seller shall submit, or cause to be submitted, to the Buyer for its review drafts of such Pre-Closing Period Tax Return (together with all related work papers). Within ten days following Buyer’s receipt of such Pre-Closing Period Tax Return, Buyer shall have the right to object to such Pre-Closing Period Tax Return (by written notice to the Seller). If Buyer does not object by written notice to the Seller within such time period, such Pre-Closing Period Tax Return shall be deemed to have been accepted and agreed upon, and final and conclusive, for purposes of this Section 4.15(a)(i). If Buyer objects to such Pre-Closing Period Tax Return, it shall notify the Seller of such disputed item (or items) (in such written notice) and the basis for its objection and the Buyer and Seller shall act in good faith to resolve any such dispute as promptly as practicable. If the Buyer and Seller have not reached agreement regarding such dispute, the dispute shall be presented to the Independent Accounting Firm, whose determination shall be binding upon both Buyer and Seller, provided, however, that (i) such determination shall be limited to whether the disputed item is consistent with past practices, if applicable, and (ii) the Buyer and Seller shall require the Indepe...
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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.
Tax Return Preparation. (a) GE shall determine, in its sole and absolute discretion but in accordance with applicable law, whether to file (or to cause to be filed) consolidated federal income Tax Returns pursuant to Section 1501 of the Code, or consolidated, combined, joint, unitary or other similar Tax Returns with respect to income or other Taxes pursuant to applicable provisions of any federal, state, local or foreign law, that include both a member of the RF Group and a member of the GE Group (each such Tax Return, a “GE Consolidated Tax Return”). GE shall retain the sole and absolute discretion, to the extent permitted by applicable Law, whether to include any particular RF Group member in any GE Consolidated Tax Return for any Taxable Year; provided, however, that if the inclusion or exclusion of an RF Group member in any GE Consolidated Tax Return is inconsistent with past practice, GE shall provide notice to RF at least 90 days prior to the due date for any affected Tax Return.
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.
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. 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. 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.
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.
