Review Rights. No later than thirty (30) days prior to the due date for filing thereof, Purchaser shall provide GEC with drafts of all Tax Returns prepared by it pursuant to Section 8.2(b), but only to the extent such Tax Returns would reflect a Tax liability for which GEC is responsible under this Agreement. The reviewing party shall have the right to review and provide comments on Tax Returns during the fifteen (15)-day period following the receipt of such Tax Returns. GEC and Purchaser shall consult with each other and attempt in good faith to resolve any issues arising as a result of any Tax Returns described in this Section 8.2(c) and, if they are unable to do so, the disputed items shall be resolved (within a reasonable time, taking into account the deadline for filing such Tax Return) by an internationally recognized independent accounting firm chosen by both Purchaser and GEC. Upon resolution of all such items, the relevant Tax Return shall be timely filed on that basis. The costs, fees and expenses of such accounting firm shall be borne equally by Purchaser and GEC. If any dispute with respect to a Tax Return is not resolved prior to the due date of such Tax Return, such Tax Return shall be filed in the manner which the party responsible for preparing such Tax Return deems correct, without prejudice to the other party’s rights and obligations under this Article 8.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Gaylord Entertainment Co /De), Stock Purchase Agreement (Interval Leisure Group, Inc.), Stock Purchase Agreement (Interval Leisure Group, Inc.)
