Disputed Return definition
Examples of Disputed Return in a sentence
If the Purchaser disputes any item on a Tax Return described in Section 12.2(b)(i)(y) (a “Disputed Return”), then within seven (7) days of Purchaser’s receipt of such Disputed Return it shall notify the Parent of such disputed item (or items) and the basis for its objection.
If a dispute arises under Section 8.13(b) with respect to approval of a Tax Return, then within 20 days after the Disputed Return Date, the disagreeing parties shall submit any unresolved disagreements to the Audit Firm for a final and binding determination and the disagreeing parties shall execute such engagement, indemnity and other agreements as such Audit Firm may reasonably require in connection with or as a condition to such engagement.
The parties shall act in good faith to resolve any such dispute prior to the date on which the relevant Disputed Return is required to be filed.
For purposes of the preceding sentence, a party shall be deemed to prevail with respect to the Disputed Return if (x) the Independent Accountant agrees with such party's Submission or (y) if the Independent Accountant does not agree with either party's Submission, the party whose Submission reflects an amount of Tax or loss shown on the Disputed Return that is closest to the determination made by the Independent Accountant.
If the parties fail to reach a written agreement regarding the dispute within such seven (7) day period (or such longer period to which they may agree in writing), the Buyer and the Seller shall present the Disputed Return to a mutually agreed upon, nationally recognized public accounting firm (the "INDEPENDENT ACCOUNTANT") for resolution.
If the parties or the Auditor is unable to resolve any disputed items before the due date for such Disputed Return, the Disputed Return shall be filed as prepared by the Parent and subsequently amended, if necessary, to reflect the parties’ agreed upon resolution or the Auditor’s resolution, as the case may be.
The party that does not prevail (as determined in the immediately succeeding sentence) shall bear, and shall indemnify the other party for, (i) the costs of engaging the Independent Accountant, (ii) the other party's accountants and/or legal fees incurred with respect to the dispute, and (iii) interest and penalties, if any, that become due with respect to the Disputed Return, solely as a result of any late filing of such Disputed Return due to the dispute.