Consistent Positions. Except as otherwise required pursuant to a final determination made by a competent Governmental Authority, each Member shall report any and all items of Company income, gain, deduction, loss and credit and any other Company tax related items or treatment in a manner consistent with the Company’s income tax return with respect to such items.
Consistent Positions. Company has not prepared or filed any Tax Return inconsistent with past practice or, on any such Tax Return, taken any position, made any election, or adopted any method that is inconsistent with positions taken, elections made or methods used in preparing or filing similar Tax Returns in prior periods (including positions, elections or methods which would have the effect of deferring income to periods after the Closing or accelerating deductions to periods on or prior to the Closing). r. No Change to Income or Deductions - Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (1) change in method of accounting for taxable period ending on or prior to the Closing Date; (2) use of an improper method of accounting for a taxable period ending on or prior to the Closing Date; (3) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. income Tax law) executed on or prior to the Closing Date; (4) installment sale or open transaction disposition made on or prior to the Closing Date; (5) prepaid amount received on or prior to the Closing Date; or (6) election under Section 108(i) of the Code.
Consistent Positions. 14.1. In the event the AT&T Broadband Group desires to take any position on a Joint Return for a Pre-Distribution Taxable Period with respect to a specific Tax Item that is directly inconsistent with a position taken on a previously filed Tax Return of or which included a member of the AT&T Broadband Group for a Pre-Distribution Taxable Period (an "Inconsistent Position") it shall notify AT&T accordingly. If the Inconsistent Position solely relates to the AT&T Broadband Group's line of business and is not relevant to the AT&T Communications Group (a "Broadband Inconsistent Position"), the AT&T Broadband Group shall provide to AT&T, at least ninety (90) days prior to the due date (with extensions) of the relevant Joint Return, information sufficient to establish that such Broadband Inconsistent Position would have a likelihood of success under the law that is at least 33-1/3 percent (the "Reporting Standard"). Within thirty (30) business days of receipt of such information, AT&T shall notify the AT&T Broadband Group in writing (a) if such information is not reasonably satisfactory to AT&T or (b) if AT&T, in its sole discretion, determines that the Broadband Inconsistent Position could reasonably be expected to have an adverse effect on AT&T. The item will be reported by AT&T on the relevant Joint Return in accordance with past practice of the AT&T Affiliated Group, unless within ten (10) business days of receipt of the written notice described in clause (a) of the preceding sentence, the Broadband Group provides AT&T Communications with an opinion by a nationally recognized law firm confirming, in form and substance reasonably satisfactory to AT&T Communications, that the Broadband Inconsistent Position would meet the Reporting Standard. Any expenses related to obtaining such an opinion shall be borne by the Broadband Group. For the avoidance of doubt, if the AT&T Broadband Group requests that AT&T take an Inconsistent Position (which is not a Broadband Inconsistent Position) on a Joint Return, with respect to an AT&T Broadband Group Tax Item, AT&T may determine in its sole discretion (and without regard to the procedures in this Section 14.1) whether to report any AT&T Broadband Group Tax Item which is an Inconsistent Position (and not a Broadband Inconsistent Position) in accordance with the request of the AT&T Broadband Group.
Consistent Positions. Fremont and Employers Insurance agree not to take any position inconsistent with this Section 8.05 for Tax purposes.
