CONDUCT OF PRE-COMPLETION TAX AFFAIRS Sample Clauses
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CONDUCT OF PRE-COMPLETION TAX AFFAIRS. The Seller’s obligations and rights
5.1 The Sellers shall (at the cost of the Company) have the sole conduct of the Company’s tax affairs as regards all accounting periods ended on or before Completion and, in relation to any accounting periods beginning before Completion but ending after Completion, as regards that part of any such period which falls on or before Completion (the “Relevant Accounting Periods”) as more particularly described in this paragraph 5.1 (the “Pre-Completion Tax Affairs”) and in particular (but without limitation to the generality of the foregoing), in a manner consistent, to the extent not unlawful, with past practice and in accordance with Applicable Laws, the Sellers shall:
5.1.1 prepare and submit when due (unless prevented from so doing by the delay or default of the Buyers or the Company or any Affiliate of the Buyers) the Tax Returns of the Company;
5.1.2 prepare and submit when due (unless prevented from so doing by the delay or default of the Buyer or the Company or any Affiliate of the Buyers) for the Company of all claims, elections, surrenders, disclaimers, notices and consents for the purposes of Tax;
5.1.3 deal with all correspondence relating to and agreement of the Company’s Tax liabilities, for the Relevant Accounting Periods and all negotiations relating to such matters, provided that the Sellers shall not agree to settle such matters without the Buyers’ prior written consent (not to be unreasonably withheld or delayed); and
5.1.4 deliver all tax documents which require to be signed by or on behalf of the Company to the Buyers for authorisation and signing by the Company at least 5 (five) Business Days prior to the last date on which such documents must be filed without incurring a liability to a fine or penalty.
5.2 The Sellers shall ensure that the Pre-Completion Tax Affairs are dealt with as promptly as reasonably practical and shall ensure that:
5.2.1 the Buyers are kept informed in reasonable detail of the progress of all matters relating to the Pre-Completion Tax Affairs;
5.2.2 the Buyers receive copies of all material written correspondence sent after Completion in relation to the Pre-Completion Tax Affairs;
5.2.3 no tax document is submitted to a Tax Authority which is, so far as the Sellers are aware, misleading, untrue or inaccurate; and
5.2.4 the Buyers are given the opportunity to review and comment on any material correspondence or Tax Return at least 15 (fifteen) business days prior to its submission...
CONDUCT OF PRE-COMPLETION TAX AFFAIRS. 7.1 In respect of the Acquired Companies which are United States persons within the meaning of Section 7701(a)(30) of the Code (“United States Persons”), subject to the following provisions of this paragraph 7, the Sellers or their duly authorised agent shall, in respect of all accounting, or taxable periods, ending on or before the Balance Sheet Date (the “2006 Return Period”):
(a) have the exclusive obligation and authority to prepare and file or cause to be filed the Returns of the Acquired Companies which are United States Persons for the 2006 Return Period;
(b) prepare on behalf of the Acquired Companies which are United States Persons all claims, elections, surrenders, disclaimers, notices and consents relating to Tax for the 2006 Return Period; and
(c) deal with all matters relating to Tax which concern or affect the Acquired Companies which are United States Persons, including all negotiations and correspondence with any Tax Authority and the making of any agreements relating to Tax.
7.2 In respect of the Acquired Companies which are United States Persons, subject to the following provisions of this paragraph 7, the Sellers or their duly authorised agent shall, in respect of all accounting, or taxable periods, beginning after the Balance Sheet Date and ending on or before Completion (including where required by law or where the Seller or the Acquired Company has the ability to so elect, any short accounting period ending on Completion) (the “Sellers’ Return Period”):
(a) prepare on a timely basis and file within applicable time limits (taking into account any extensions permitted by law) the Returns of the Acquired Companies which are United States Persons for the Sellers’ Return Period which, with respect to any Acquired Company that is included in any Federal and Consolidated Return for a Pre-Completion Period, shall be a pro-forma Return (each such Return, a “Pro-Forma Return”);
(b) prepare on a timely basis and file within applicable time limits (taking into account any extensions permitted by law) on behalf of the Acquired Companies which are United States Persons all claims, elections, surrenders, disclaimers, notices and consents relating to Tax for the Sellers’ Return Period; and
(c) deal with all matters relating to Tax which concern or affect the Acquired Companies which are United States Persons, including all negotiations and correspondence with any Tax Authority and the making of any agreements relating to Tax provided the making of su...
CONDUCT OF PRE-COMPLETION TAX AFFAIRS. The Seller’s obligations and rights
CONDUCT OF PRE-COMPLETION TAX AFFAIRS. 8.1 The Buyer (or the Buyer’s duly authorised agent) shall have sole conduct of the Tax affairs of the Group Companies in respect of all accounting periods of the Group Companies whether ending prior to, on or after Completion and shall, without limitation:-
8.1.1 prepare and submit all Tax returns of the Group Companies (including any related accounts, computations and attachments) and all claims, elections, surrenders, disclaimers, notices and consents for the purposes of Tax (the “Tax Documents”); and
8.1.2 deal with, and seek to resolve, any queries raised by a Tax Authority relating to the Tax Documents.
8.2 In respect of any accounting period of the Group Companies ending on or before Completion or which straddles Completion (to the extent relevant to the part-period ending at Completion) the Management Sellers shall, at the reasonable cost and expense of the Buyer, provide the Buyer and the relevant Group Company with such information and assistance as the Buyer or a Group Company may reasonably request in connection with the matters referred to in Clause 8.1.