Examples of Prior Period Returns in a sentence
Buyer shall cause the Company to pay to AWW the amount of any refund, credit or offset (including any interest paid or credited or any offset allowed with respect thereto but reduced by any Taxes that the Buyer or the Company shall be required to pay with respect thereto) received or used, in the case of a credit or offset, by the Buyer or the Company of Taxes relating to the Prior Period Returns.
The Prior Period Returns shall be prepared, where relevant, in a manner consistent with Seller’s past practices except as otherwise required by Law.
Buyer shall promptly notify AWW following receipt of any notice of audit or other proceeding relating to any of the Seller's Returns or any other federal, state, foreign or local corporation income or franchise tax return of the Company filed on or before the Closing Date (together with all of the Seller's Returns, the "Prior Period Returns").
The Members shall provide a draft copy of such Prior Period Returns to FAAC for its review at least fifteen (15) Business Days prior to the due date thereof.
Except as provided in Section 5.11(c), and only to the extent such Taxes have not been accrued or otherwise reserved for on the Closing Balance Sheets (and specifically reflected in Closing Net Working Capital), the Members shall pay, or cause to be paid, all Taxes with respect to the Companies shown to be due on such Prior Period Returns.
To the extent Purchaser prepares any Prior Period Returns itself or utilizes a firm other than Company’s historic accounting firm to prepare such Tax Returns, Purchaser will be responsible for the expenses related to the preparation of such Tax Returns.
Seller shall pay all Taxes related to such Prior Period Returns (other than any Taxes for which Buyer is liable pursuant to Section 5.13(g)).
Buyer shall make available to Seller (and to Seller’s accountants and attorneys) any and all books and records and other documents and information in its possession or control relating to the Acquired Companies reasonably requested by Seller to prepare the Prior Period Returns.
After the Closing Date, Purchaser shall promptly notify the Sellers’ Representative in writing of any notice of audit or other proceeding or Tax claim involving Prior Period Returns; provided, however, that Purchaser’s failure to notify the Sellers’ Representative of any of the foregoing events or actions shall not limit or otherwise contravene the rights of any Claiming Party hereunder unless such failure materially prejudices the rights of Sellers.
The Prior Period Returns and Straddle Period Returns shall be prepared, where relevant, in a manner consistent with the Transferred Companies’ past practices except as otherwise required by applicable Law.