Common use of TAX RETURNS AND COMPUTATIONS Clause in Contracts

TAX RETURNS AND COMPUTATIONS. 5.1 The Sellers or their duly authorised agents will be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations of each Target Group Company for all Tax accounting periods of each Target Group Company ending on or before Completion. 5.2 For the purposes of paragraph 6.1: (a) all returns, computations, documents and substantive correspondence must be submitted in draft form by the Sellers’ Representative to the Buyer or its duly authorised agents for comment; (b) the Buyer or its duly authorised agent must comment within 20 Business Days of such submission but if the Sellers’ Representative has not received any comments within 20 Business Days, the Buyer and its duly authorised agents will be deemed to have approved such draft documents; (c) the Sellers must take into account all reasonable comments and suggestions made by the Buyer or its duly authorised agents to the Sellers’ Representative; (d) the Sellers and the Buyer must each respectively afford (or procure the affordance) to the other or their duly authorised agents of information and assistance which may reasonably be required to prepare, submit and agree all outstanding Tax returns and computations; (e) the Sellers must as soon as practicable deliver to the Buyer and the Buyer must as soon as practicable deliver to the Sellers’ Representative copies of all correspondence sent to or received from any Tax Authority; and (f) the Buyer undertakes to procure that any relevant Target Group Company will at the request of the Sellers’ Representative sign and submit to the relevant Tax Authority all documents and returns that the Sellers may reasonably request to give effect to the provisions of paragraph 6 provided that the Buyer will not be obliged to procure that any Target Group Company signs and submits a document which in its reasonable opinion it considers to be wrong, misleading or inaccurate in any material respects.

TAX RETURNS AND COMPUTATIONS. 5.1 6.1 The Sellers or their duly authorised agents will be responsible for, and have the conduct of preparing, submitting to and agreeing with the relevant Tax Authorities all Tax returns and computations of each Target Group Company Company, including claims, elections, surrenders, notices or consents in respect of any Surrender, for all Tax accounting periods of each the such Target Group Company ending on or before Completion. 5.2 6.2 For the purposes of paragraph 6.1: (a) all returns, computations, documents and substantive correspondence must be submitted in draft form by the Sellers’ Representative to the Buyer or its duly authorised agents for comment; (b) the Buyer or its duly authorised agent must comment within 20 Business Days of such submission but if the Sellers’ Representative has not received any comments within 20 Business Days, the Buyer and its duly authorised agents will be deemed to have approved such draft documents; (c) the Sellers must take into account all reasonable comments and suggestions made by the Buyer or its duly authorised agents to the Sellers’ Representative; (d) the Sellers and the Buyer must each respectively afford (or procure the affordance) to the other Sellers or their duly authorised agents of all information and assistance which may reasonably be required to prepare, submit and agree all such outstanding Tax returns and computations; (eb) the Sellers must as soon as reasonably practicable deliver to the Buyer and the Buyer must as soon as practicable deliver to the Sellers’ Representative copies of all correspondence sent to or received from any Tax Authority; and; (fc) the Buyer undertakes to procure that any relevant Target Group Company will at the request of the Sellers’ Representative Sellers sign and submit to the relevant Tax Authority all such notices of claim, surrender or consent to surrender (including provisional or protective notices of claim, surrender or consent to surrender in cases where any relevant Tax computations have not yet been agreed) and all the other documents and returns that the Sellers may reasonably request to give effect to the foregoing provisions of paragraph 6 provided that the Buyer will not be obliged to procure that any a Target Group Company signs and submits a document which contains a manifest error. 6.3 The provisions of paragraphs 6.1 and 6.2(a) and (b) will apply in its reasonable opinion it considers to be wrong, misleading or inaccurate respect of the Tax accounting period of a Target Group Company in any material respectswhich Completion falls as if the word “Sellers” reads “Buyer” and the word “Buyer” reads “Sellers”.