Voluntary Disclosure Agreements. The Department may enter into a Voluntary Disclosure Agreement with a taxpayer. A Voluntary Disclosure Agreement may limit the years subject to audit and waive penalties. If the taxpayer discloses to the Department that it owes Municipal Taxes to City/Town, the Department shall notify City/Town of the Department’s intent to enter into a Voluntary Disclosure Agreement and the Department shall provide the taxpayer’s identity within thirty (30) calendar days of the identity being disclosed to Department. City/Town may subsequently request an audit of a taxpayer subject to a Voluntary Disclosure Agreement pursuant to Section 5.3 of this Agreement.
Voluntary Disclosure Agreements. After the Closing Date, the Company and its Subsidiaries shall, at the direction of the Buyer, be permitted to initiate, control and settle or otherwise compromise all voluntary disclosure agreements, initiatives and similar processes, including the filing and/or amendment of any Tax Returns or agreements, for the mitigation of any Liability for sales and use Taxes (and any similar or equivalent Taxes) in all applicable state and local jurisdictions (collectively, the “Voluntary Disclosure Filings”). Buyer agrees that it shall use good faith, commercially reasonable efforts to minimize the liability for such Taxes in the preparation, filing, negotiation and settlement of such Voluntary Disclosure Filings. The Seller agrees that it shall not be permitted to contact any venue, customer or former customer of the Company and its Subsidiaries with respect to any sales, use or similar Tax matters, except with the prior written consent of the Buyer. Not less than fifteen (15) Business Days prior to the filing of each Voluntary Disclosure Filing, Buyer shall provide Seller with a draft copy of such Voluntary Disclosure Filing for Seller’s review, and Buyer shall consider in good faith any comments to such Voluntary Disclosure Filing provided by Seller prior to filing. If Seller and Buyer do not agree with respect to the amount of Tax liability reflected in any Voluntary Disclosure Filing, and Seller and Buyer cannot mutually agree to continue their efforts to resolve such differences, Seller and Buyer shall engage an accounting firm acceptable to both Seller and Buyer to review the matters in dispute with respect to such Voluntary Disclosure Filing. Seller and Buyer shall each be entitled to make a presentation to the accounting firm within ten (10) Business Days after the engagement of the accounting firm, pursuant to procedures to be agreed to among Seller, Buyer and the accounting firm (or, if they cannot agree on such procedures, pursuant to procedures determined by the accounting firm), regarding their respective positions relating to such matters in dispute. After such review, the accounting firm shall promptly (and in any event within sixty (60) Business Days following its engagement) determine in writing the resolution of such disputed matters, which written determination shall be final and binding on the parties hereto. The cost of such review shall be paid one-half by Seller and one-half by Buyer. Notwithstanding anything in this Agreement to the contrar...
Voluntary Disclosure Agreements. (a) Following the Closing, Buyer, the Company or the Subsidiaries, may at Buyer’s election and in its sole discretion, file voluntary disclosure agreements or similar agreements, arrangements or understandings with applicable Taxing Authorities in respect of unfiled sales Tax (or similar Tax) Returns or unpaid sales Taxes (or similar Taxes) for applicable Tax periods in any jurisdiction in which employees of the Company or the Subsidiaries have traveled to states in which neither the Company nor any of the Subsidiaries has filed sales Tax (or similar Tax) Returns nor paid sales Taxes (or similar Taxes) (each, a “Voluntary Disclosure Agreement”).
(b) Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, after the Closing Date, Buyer and its Affiliates (including the Company and each Subsidiary) shall have sole control of any Voluntary Disclosure Agreements or similar agreements, arrangements or understandings described in this Section 9.8; provided, however, that Buyer shall keep the Seller Representative informed with respect to the commencement, status and nature of any of the foregoing and will, in good faith, allow the Seller Representative to consult with Buyer regarding the conduct of or positions taken in any such Voluntary Disclosure Agreement or similar agreement, arrangement or understanding.
Voluntary Disclosure Agreements. The Department may enter into a voluntary disclosure agreement with a taxpayer. A voluntary disclosure agreement may limit the years subject to audit and waive penalties. The Department will notify Town of the Department’s intent to enter into an agreement and the Department will provide the taxpayer’s identity within thirty (30) calendar days of disclosure. Town may request an audit of a taxpayer subject to a voluntary disclosure agreement pursuant to Section 4.3 above.
Voluntary Disclosure Agreements. The Parent shall prepare and timely file, or cause to be prepared and timely filed, Voluntary Disclosure Agreements in each jurisdiction where Parent determines such agreements are required to be filed on behalf of the Company with respect to any periods ending on or prior to the Closing Date. Parent shall deliver to the VDA Representative for the VDA Representative’s review and comment a copy of each such Voluntary Disclosure Agreement at least five (5) Business Days prior to the date of the filing of such Voluntary Disclosure Agreement. Parent shall consider in good faith any comments that are received from the VDA Representative prior to the expiration of such five (5) Business Day period. The Company Equityholders shall be responsible for all Taxes to be paid in connection with the filing of Voluntary Disclosure Agreements provided, however, that the Company Equityholders shall not be responsible for an amount equal to $640,000 of sales and use taxes that have been reserved against by the Company in the September 30, 2017 financial statements of the Company (the “Sales and Use Tax Credit”), and the Surviving Company shall be responsible for such Sales and Use Tax Credit.
Voluntary Disclosure Agreements. This publication provides general information. It is not a substitute for tax laws or regulations.
Voluntary Disclosure Agreements. Unless otherwise required by applicable Law or as contemplated by this Agreement (including Section 6.08(c)(iii)) Purchaser shall not, without the consent of the Equityholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed), cause the Company to enter into any voluntary disclosure agreement or similar programs or otherwise voluntarily approach a Taxing Authority regarding Tax positions taken by the Group Companies (including by way of filing of new or amended Tax Returns) for any Pre-Closing Tax Period (excluding any Straddle Period) (including whether or not the Group Companies had Tax Return filing obligations or Tax payment obligations in any jurisdiction); provided, however, that Purchaser and the Group Companies may take any such action without the prior consent of the Equityholder Representative to the extent any such action would not reasonably be expected to give rise to an indemnification payment obligation of the Equityholders pursuant to Section 8.02 for Pre-Closing Taxes.
