Examples of Prior Period Return in a sentence
Buyer shall make available or shall cause the Company to make available to AWW any and all books and records of the Company and other documents requested by AWW and shall make available employees of the Company reasonably necessary to enable AWW to defend any audit or other proceeding or to prosecute any refund claim with respect to any Prior Period Return and shall cooperate with AWW, at their expense, in defense of such audits or refund claims.
Buyer and the Company shall elect not to carry back any Tax losses of the Company arising in a Buyer's Return to any Tax period included in a Prior Period Return.
AWW shall have the right to control any and all audits or other proceedings relating to any Prior Period Return, including the filing of an amended return or claim for refund; provided, however, that AWW shall not agree to the resolution of any audit or other proceeding relating to any Prior Period Return or file an amended Prior Period Return or refund claim that would have any Material Adverse Effect on the Company without Buyer's consent, which consent shall not be unreasonably withheld.
The Purchaser shall not settle any such Tax claim with respect to any Prior Period Return without the Sellers’ Representative’s written consent, which consent shall not be unreasonably withheld, delayed or conditioned if such Tax claim may result in any Tax liability for which the Sellers may be liable under this Agreement.
The Purchaser shall, at its election, control any and all audits or other proceedings and litigation relating to any Prior Period Return (other than with respect to a Straddle Tax Period), including the filing of an amended Tax Return, and shall keep the Shareholders reasonably informed of the status of any such matters.
Buyer shall deliver to Sellers, for their review and comment, a draft of each Prior Period Return at least 20 days prior to the applicable filing deadline of such Prior Period Return (or to the extent such 20 day period would begin prior to Closing, promptly following Closing).
Buyer shall promptly notify Seller following receipt of any notice of audit or other proceeding relating to any Prior Period Return or Tax Return for the Straddle Period.
Buyer shall pay to Seller the amount of any refund or realized Tax credit related to any Prior Period Return or Seller’s portion of any Tax Return for the Straddle Period within five (5) Business Days of its receipt.
Seller shall consider in good faith any reasonable comments of Buyer on such Prior Period Return.
Seller shall have the right (i) to control any and all audits or other proceedings relating to any Prior Period Return, or the filing of any amended Prior Period Return and (ii) to participate in the audit of any Tax Return for the Straddle Period.