Filing of Amended Returns Clause Samples
The "Filing of Amended Returns" clause establishes the parties' obligations and procedures regarding the submission of corrected or updated tax returns after the original filing. Typically, this clause outlines when and how a party must notify the other if an amended return is necessary, and may specify who is responsible for preparing, filing, and bearing any resulting costs or liabilities. Its core function is to ensure transparency and cooperation between parties in addressing tax errors or changes, thereby minimizing disputes and clarifying responsibilities related to tax compliance.
Filing of Amended Returns. Any amended Tax Return or claim for Tax refund for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller or its Affiliates and Buyer shall cooperate with Seller or its Affiliates in filing such Tax Returns, if applicable. Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed) make or cause to be made, any such filing, to the extent such filing reasonably might be expected to change the Tax liability of Buyer for any Taxable Period. An amended Tax Return or claim for Tax refund for any Straddle Period hereunder shall be filed, or caused to be filed, by the party responsible for filing the original Tax Return for such Taxable Period hereunder, if either Buyer or Seller so requests, except that such filing shall not be done without the consent (which shall not be unreasonably withheld or delayed) of Seller (if the request is made by Buyer) or of Buyer (if the request is made by Seller). Any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period shall be filed, or caused to be filed, only by Buyer. Buyer shall not, without the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed), file, or caused to be filed, any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period to the extent such filing reasonably might be expected to change the Tax liability of Seller or its Affiliates for any Taxable Period.
Filing of Amended Returns. Any amended Tax Return or claim for Tax refund for any Pre-Closing Tax Period shall be filed, or caused to be filed, only by Seller or its subsidiary and the Buyer shall cooperate with Seller or an Affiliate thereof in filing such Tax Returns, if applicable. Any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period shall be filed, or caused to be filed, only by the Buyer. The Buyer shall not, without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, file, or cause to be filed, any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period to the extent that such filing, if accepted, reasonably might be expected to change the Tax liability of Seller or any of its subsidiaries for any taxable period.
Filing of Amended Returns. Any amended Tax Return or claim for Tax refund for any Pre-Closing Tax Period shall be filed, or caused to be filed, by WEUS or Weat▇▇▇▇▇▇▇, ▇▇th respect only to any US federal income Tax Returns for all Pre-Closing Tax Periods, or by Parent, with respect to all other Tax Returns. Neither party shall, without the prior written consent of the other party, make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might be expected to increase by more than an immaterial amount the Tax liability of the non-filing party for any Tax period. Any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period shall be filed, or caused to be filed, only by Parent. Parent shall not, without the prior written consent of WEUS, file, or cause to be filed, any amended Tax Return or claim for Tax refund for any Post-Closing Tax Period to the extent that such filing, if accepted, reasonably might be expected to increase by more than an immaterial amount the Tax liability of Weat▇▇▇▇▇▇▇, ▇▇US, or any affiliate for any Pre-Closing Tax Period.
Filing of Amended Returns. The Seller shall be responsible for filing any amended U.S. federal income and state income and franchise Tax Returns for taxable years of the Sold Companies and the Subsidiaries ending on or prior to the Closing Date which are required as a result of examination adjustments made by the Internal Revenue Service or by the applicable taxing authorities for such taxable years as finally determined. For all other Tax Returns filed by or with respect to the Sold Companies or the Subsidiaries, for any Pre-Closing Tax Period any required amended returns resulting from any examination adjustments, as finally determined, shall be prepared by the Buyer and furnished to the Seller for review and comment thirty (30) days prior to the due date for filing such returns and the Buyer shall incorporate all reasonable comments of the Seller. The Buyer shall not permit any of the Sold Companies or the Subsidiaries to file an amended Tax Return, report or form described in the previous sentence without the prior written consent of the Seller which consent may not be unreasonably withheld, conditioned or delayed, provided that such consent shall be considered to be unreasonably withheld if such amended tax return, report or form would not prejudice the Seller.
Filing of Amended Returns. The Selling Companies and their Affiliates shall be responsible for filing any amended consolidated, combined or unitary Tax returns for taxable years of the Transferred Subsidiaries ending on or prior to the Closing Date which are required as a result of examination adjustments made by the Internal Revenue Service or by the applicable state, local or foreign taxing authorities for such taxable years as finally determined. For those jurisdictions in which separate Tax returns are filed by the Transferred Subsidiaries, any required amended returns resulting from such examination adjustments, as finally determined, shall be prepared by the Selling Companies and their Affiliates and furnished to the Transferred Subsidiaries for signature and filing at least five days prior to the due date for filing such returns. Buyer shall not permit any of the Transferred Subsidiaries to file an amended Tax return, report or form for a Straddle Period without the prior written consent of Seller which consent may not be unreasonably withheld.
Filing of Amended Returns. M Company and the M Company Subsidiaries shall not file any amended Tax Returns, except as provided in Section 7.7, without T Parent's, T Company's or the Surviving Corporation's prior written consent.