Tax Computations Sample Clauses

Tax Computations. Copies of the tax computations and related documents for each Group Company for the accounting period ending 29 September 2009 are contained in the Data Room.

Tax Computations. 2.1 The Buyer covenants with the Sellers: (a) to keep the Sellers reasonably informed of all material matters relating to the submission, negotiation and agreement of the corporation tax returns and computations of the Target for the accounting period ended on or prior to the Last Audited Accounts Date (Relevant Accounting Period); (b) that no such computations or returns nor any material correspondence relating to such computations or returns shall be transmitted to any Tax Authority without first being submitted to the Sellers for their comments and the Buyer shall not unreasonably refuse to incorporate any reasonable comments of the Sellers given in writing to the Buyer within fifteen Business Days of submission to the Sellers of such computations or returns or within 10 Business Days of submission to the Sellers of such correspondence (as appropriate). 2.2 The Buyer shall not be obliged to procure that the Target makes or gives any return, claim, election, surrender and/or consent in relation to Taxation, save to the extent that, in computing any provision for Tax in the Management Accounts, it was assumed that any such return, claim, election, surrender or consent would be made or given. 2.3 The Buyer shall procure that the Target provides the Sellers, at the expense of the Sellers, with such documents and information (including, without limitation, reasonable access to books, accounts and records), as the Sellers may reasonably require in writing, permitted within their rights pursuant to this paragraph 2, subject to the Sellers hereby agreeing to keep confidential all such documents and information related thereto. 2.4 The Buyer shall procure that the Target shall not submit any corporation tax return for the accounting period of the Target commencing prior to Completion and ending after Completion (Straddle Period) to any Tax Authority without giving the Sellers a reasonable opportunity to comment upon that part of the return which relates to that part of the Straddle Period which falls on or before Completion. If the Sellers do not provide comments within 15 Business Days of receipt of such return they shall be deemed to have no comments upon such return. 2.5 The Sellers shall provide to the Buyer and the Target such documents, assistance and information (including, without limitation, access to books, accounts, personnel and records), as the Buyer may reasonably require or request in writing, in connection with the preparation, submission, negoti...

Tax Computations. 8.1 The Seller shall, at the cost and expense of the Company (to the extent provided for in the Relevant Accounts) or otherwise at the cost and expense of the Seller: (a) prepare and submit the corporation tax returns of the Company for all accounting periods of the Company ended on or prior to Completion (the Relevant Accounting Periods), to the extent the same shall not have been prepared and/or submitted before the date hereof; (b) prepare and submit all claims, elections, notices, disclaimers, consents and/or surrenders assumed in preparing the corporation tax returns of the Company for any Relevant Accounting Period; and (c) deal with all matters (including correspondence and negotiations) relating to the corporation tax returns of the Company for any Relevant Accounting Period having given the Buyer a reasonable opportunity to make representations thereon. 8.2 The Seller covenants with the Buyer: (a) to keep the Buyer and its duly authorised agents informed of all material matters relating to the submission, negotiation and agreement of the documents referred to in paragraph 8.1; (b) that no written communications shall be transmitted to any Taxation Authority without first being submitted to the Buyer as soon as reasonably practicable (and in any event no later than 10 Business Days prior to the expiry of any applicable time limit) for its comment, authorisation and written approval and shall only finally be submitted or transmitted to the relevant Tax Authority on the receipt of the written approval of the Buyer (such approval not to be unreasonably withheld or unreasonably delayed) having given the Buyer a reasonable opportunity to make representations thereon. 8.3 If so requested by the Seller in writing, the Buyer shall be obliged to procure that the Company makes or gives any return, claim, election, surrender and/or consent in relation to Taxation to the extent that, in computing any provision for Tax or deferred Tax which appears in the Relevant Accounts (or in eliminating any provision which would have so appeared), it was assumed that any such return, claim, election, surrender or consent would be made or given. 8.4 The Buyer shall be under no obligation to procure the signing and/or authorisation of any document delivered to it under paragraph 8.2(b) which it reasonably considers, to be false, misleading, incomplete or inaccurate in any respect. 8.5 The Buyer shall procure that the Company provides the Seller, at the expense of the Seller,...

Tax Computations. 6.1 The Purchaser shall (at the cost of the Company) be responsible for the preparation and timely filing of all Tax returns and computations of the Company for all tax periods ending on or prior to the Locked Box Date (“Tax returns”), to the extent that the same have not been prepared before Completion and on a basis that is consistent with how previous returns and computations have been prepared and filed and, in connection therewith: (A) The Purchaser shall procure that the Company will provide the Seller or its duly authorised agent with copies of all documentation and drafts of the said Tax returns and related correspondence, not later than four weeks prior to their submission to the Tax Authority; and (B) The Purchaser shall, and shall procure the Company shall, amend the draft Tax returns and related correspondence to incorporate the comments of the Seller and take such action as the Seller may request by notice in writing, prior to submission of the same to the Tax Authority. 6.2 The Purchaser shall procure that the Company shall afford such access to premises and personnel and to any relevant assets, document, books, accounts and records as is necessary to enable the Seller or its duly authorised agent to review the Tax returns and conduct matters relating to them in accordance with this paragraph.

Tax Computations. 11.1 The Purchaser shall (at its cost) have the conduct of preparing, submitting to, and agreeing with any Tax Authority, all Tax returns or computations of each Group Company for each accounting period ending on or before Completion (the “Relevant Accounting Periods”) that have not been filed on or before Completion and shall procure that such Tax returns and computations of the Group Companies are prepared on a basis which is consistent with the manner in which the Tax returns and computations of the Group Companies were prepared for any relevant prior accounting period (except for changes necessary to comply with law). 11.2 The Purchaser shall deliver to the Seller all the Tax returns, computations and all related documents and correspondence relating to any Group Company (“Tax Documents”) for the Relevant Accounting Periods which it intends to submit to any relevant Tax Authority before submission to such Tax Authority and shall reflect the Seller's reasonable comments concerning such Tax Documents (provided that such comments are provided to the Purchaser within fifteen (15) Business Days following receipt of the relevant Tax Documents by the Seller and such comments reflect a Tax position that is supported by at least a "more likely than not" level of comfort). 11.3 The Purchaser shall procure that each Group Company shall make such claims, surrenders, disclaimers and elections and give such notice or consent and do such other things as: 11.3.1 were taken into account in computing a provision for Tax in the Completion Statement or in computing the Net Debt Amount or the Actual Working Capital; or 11.3.2 may reasonably be directed by the Seller in relation to the Relevant Accounting Periods.

Tax Computations. Subject to clause 10.2 below, the Taxation computations and returns of the Company in respect of the accounting period ending on the Accounts Date will be submitted to the Inland Revenue in the form prepared by Price Waterhouse prior to the date hereof and the Buyer will procure that the Company shall duly submit such returns and computations and make all claims and elections which it has been assumed will be made when preparing such computations and returns.

Tax Computations. A. Subject to and in accordance with this paragraph 7, the Seller and the Buyer agree that, and shall co-operate to procure that, the Company (or its duly authorised agents) shall, at the cost of the Company:

Tax Computations. All tax computations prepared by or for and on behalf of the Company that have been submitted to HM Revenue & Customs have been prepared on a full disclosure basis. (1) ▇▇. ▇.▇. ▇▇▇▇▇▇ ▇▇ ▇. McGURK ▇▇ ▇.▇. ▇▇▇▇▇▇ MR J.R. ▇▇▇▇▇▇▇▇ -and- (2) SGS PACKAGING EUROPE HOLDINGS LIMITED TAX DEED 1. INTERPRETATION 2. COVENANT BY THE VENDORS 3. NOTICE AND MITIGATION 4. DATE FOR PAYMENT 5. DEDUCTIONS AND WITHHOLDINGS

Tax Computations. 1.1 RBS shall (at the cost of the Group Companies) have the conduct of preparing, submitting to, and agreeing with the relevant Tax Authorities, all Tax computations of the Group Companies for each Tax accounting period ending on or before Completion (the "Relevant Accounting Periods") and control of the way and order in which available Reliefs (whenever and howsoever arising) are used by the Group Companies in each Relevant Accounting Period. 1.2 RBS shall deliver to the Buyer all the Tax computations and all related documents and correspondence relating to the Relevant Accounting Periods which it intends to submit to the relevant Tax Authority before submission to the relevant Tax Authority. 1.3 If the Buyer does not comment on the Tax computations, documents or correspondence within 20 Business Days starting on the date of their receipt, it is deemed to have approved them. 1.4 RBS shall take account of all the Buyer's reasonable comments concerning the Tax computations, documents or correspondence relating to the Relevant Accounting Periods. 1.5 RBS shall deliver to the Buyer copies of all correspondence sent to, or received from, the relevant Tax Authority relating to the Tax computations for the Relevant Accounting Periods, delivery to be effected promptly on despatch or, as the case may be, receipt. 1.6 The Buyer shall have the conduct of preparing, submitting to, and agreeing with the relevant Tax Authorities, all Tax computations of the Group Companies for each Tax accounting period beginning on or before, but ending after, Completion (each such accounting period a "Straddle Period"), provided that where there is to be any correspondence, meeting or telephone call with any Tax Authority in relation to such Tax computations and that correspondence, meeting or call relates or is likely to relate, wholly or partly, to a matter which the Buyer knows or ought reasonably to have known may affect the liability or potential liability to Tax of RBS or any RBS Group Undertaking, or the liability or potential liability of RBS under a Relevant Claim: 1.6.1 the Buyer shall promptly send copies of all such correspondence received and copies of draft replies to RBS and shall take account of all reasonable comments of RBS thereon; and 1.6.2 the Buyer shall give reasonable advance notice of any such meeting or call to RBS and RBS shall be entitled to nominate an individual to attend and participate in such meeting or call. 1.7 The Buyer shall deliver to RBS all the...