Examples of Final Income Tax Returns in a sentence
Sellers shall provide Buyer with drafts of the Final Income Tax Returns at least thirty (30) days prior to the due date for filing thereof for Buyer’s review and consent, not to be unreasonably withheld, conditioned or delayed.
The Representative shall incorporate all reasonable comments of the Buyer to such Final Income Tax Returns so long as such comments are consistent with the foregoing principles.
The Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis, and on a basis reasonably consistent with past practice (to the extent permitted under applicable Tax Laws), all Tax Returns of the Company for any Straddle Period (“Straddle Period Returns”) and any other Tax Returns for tax periods ending on or before the Closing Date that are not Final Income Tax Returns (“Non-Pass Through Returns”).
The Seller Representative shall provide a draft copy of such Final Income Tax Returns to the Buyer for its review at least fifteen (15) Business Days prior to the due date thereof.
Such Final Income Tax Returns shall be prepared in accordance with applicable Legal Requirements and consistent with past practices of the Company to the extent that they were so compliant.
Buyer shall prepare and file, or cause to be prepared and filed, all Tax Returns (other than the Final Income Tax Returns) of the Company for periods ending on or before the Closing Date and Straddle Periods that are due after the Closing Date, in each case in a manner consistent with the past practice of the Company unless otherwise required by applicable Tax Law.
The Company or the Representative, as applicable, shall permit Acquiror (i) to review and approve each such Final Income Tax Return during a reasonable period prior to filing (it being understood that no such Tax Return shall be filed without Acquiror’s prior written approval), such approval not to be unreasonably withheld, conditioned or delayed and (ii) to reasonably determine whether such Final Income Tax Returns constitute all of the Final Income Tax Returns required by applicable Legal Requirements.
Any disputed items with respect to the preparation of Final Income Tax Returns shall be referred for timely resolution by the Independent Accountant (the costs of the Independent Accountant shall be paid in accordance with Section 2.9(b)), whose determination shall be final, binding and conclusive as to Acquiror, the Representative and their respective Affiliates and the Company Stockholders.
The Shareholder Representative shall prepare or cause to be prepared and file or cause to be filed all Income Tax Returns for the Company for all Tax periods ending on or prior to the Closing Date that are not filed on or before the Closing Date, including but not limited to, the Final Income Tax Returns (the “Pre-Closing Period Returns”).
For purposes of this Section 5.13(d), the parties agree that to the extent permitted by Law, any Transaction Deductions shall be reported on the Final Income Tax Returns of the Company.