Consolidated, Combined and Unitary Tax Returns Sample Clauses

Consolidated, Combined and Unitary Tax Returns. Seller will be responsible for and will cause to be prepared and duly filed (i) all Tax Returns of the Company and its Subsidiaries that are due before the Closing Date (taking account of extensions of time to file such Tax Returns) and (ii) all Tax Returns of the Company and its Subsidiaries that are income Tax Returns and are prepared on a consolidated, unitary, or combined basis and that include Seller (or its affiliates) for all taxable periods ending on or before the Closing Date. The Company and its Subsidiaries shall furnish Tax information to Seller (or its affiliates) for inclusion in Seller’s consolidated, combined, or unitary Tax Return for the period that includes the Closing Date in accordance with the past custom and practice of the Company and its Subsidiaries.
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Consolidated, Combined and Unitary Tax Returns. AMRESCO will include the income of the Election Corporations (including any deferred income triggered into income by Section 1.1502-13 and Section 1.1502-14 of the Treasury Regulations and any excess loss accounts taken into income under Section 1.1502-19 of the Treasury Regulations) on the AMRESCO consolidated federal income Tax Return and on any other consolidated, unitary and combined Tax Returns consistent with past practice for all periods through the Closing Date 76 84 and will pay any Taxes attributable to such income. The Election Corporations will furnish Tax information to AMRESCO for inclusion in AMRESCO's Tax Returns for the period which includes the Closing Date in accordance with the Election Corporations' past custom and practice. AMRESCO will allow Purchaser an opportunity to review and comment upon such Tax Returns (including any amended returns) to the extent that they relate to an Election Corporation and with respect to a jurisdiction in which no Section 338(h)(10) Election pursuant to this Agreement was made or recognized. AMRESCO will take no position on such Tax Returns that relates to the Purchased Entities that is inconsistent with past practice if it would materially and adversely affect Purchased Entities after the Closing Date unless required as a result of changes in law. The income of Election Corporations will be apportioned to the period up to and including the Closing Date and the period after the Closing Date in accordance with Section 11.11.
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Consolidated, Combined and Unitary Tax Returns. Tax Returns Required to Be Filed On or Prior to the Closing Date. The Seller shall (A) include, or cause to be included, the Company and the Insurance Subsidiaries in, and shall timely file, or cause to be timely filed, all consolidated, combined or unitary Tax Returns in which the Company or any Insurance Subsidiary, on the one hand, and the Seller or any Affiliate of Seller (other than the Company or any Insurance Subsidiary), on the other hand, have been, or are required to be, included for any Pre-Closing Taxable Period, (B) timely file, or cause to be timely filed, all other Tax Returns of, or which include, the Company and the Insurance Subsidiaries and which are required to be filed (taking into account any extensions of time) on or prior to the Closing Date, and (C) timely remit, or cause on or prior to the Closing Date the Company or the Insurance Subsidiaries, as the case may be, to timely remit any and all Taxes due with respect to such Tax Returns.
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Related to Consolidated, Combined and Unitary Tax Returns

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Consolidated Net Income The consolidated net income of the Borrowers after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Consolidated Net Worth Borrower will at the end of each fiscal quarter maintain Consolidated Net Worth in an amount of not less than the sum of (i) $625,000,000 plus (ii) fifty percent (50%) of the aggregate Consolidated Net Income, if positive, for the period beginning January 1, 2005 and ending on the last day of such fiscal quarter.

  • Consolidated Fixed Charges On any date of determination, the sum of (a) Consolidated Interest Expense for the period of two (2) fiscal quarters most recently ended annualized (both expensed and capitalized), plus (b) all of the principal due and payable and principal paid with respect to Indebtedness of REIT, the Borrower and their respective Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full and any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the principal payment on any Capital Lease Obligations. Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries shall be included (without duplication) in the determination of Consolidated Fixed Charges.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and classified as such on the consolidated balance sheet of the Borrower and its Subsidiaries.

  • Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

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