Consolidated Income Tax Returns. With respect to each U.S. federal Income Tax Return, each Tax Return relating to consolidated or combined state Income Taxes, and each Unitary Tax Return covering a Pre-Closing Period or a Straddle Period that is required to be filed after the Closing Date for, by or with respect to the EOG Group, EOG shall cause such Tax Return to be prepared, shall cause to be included in such Tax Return all Tax Items required to be included therein, shall deliver a copy of such Tax Return to Enron as soon as practicable, and shall pay timely all Taxes required to be paid by or with respect to the EOG Group for the periods covered by such Tax Returns.
Consolidated Income Tax Returns. ARM shall be responsible for the preparation of all Tax Returns of Relevant Groups for periods prior to or including the Closing Date to be filed after the date hereof, where (i) it is not the case that all of the members of such Relevant Group are Business Subsidiaries or (ii) the associated Tax period ends on or prior to the Closing Date. ARM shall provide drafts of all those portions of Tax Returns that relate to the Business or the Business Subsidiaries, the preparation of which Tax Returns is the responsibility of ARM under this Section 12.01(a), to Purchaser at least 20 Business Days prior to the due date for such Tax Returns (or, in the case of amended Tax Returns, at least 20 Business Days prior to the date on which such amended Tax Returns will be filed) and shall be required to consider in good faith any changes requested by Purchaser to such Tax Returns, where such change request is provided to ARM not more than 10 Business Days after Purchaser has received such draft Tax Returns. Tax Returns the preparation of which are the responsibility of ARM under this Section 12.01(a) shall be prepared in a manner consistent with past practice of the Relevant Group except (x) as required by this Agreement, (y) as required by Law or (z) as may be consented to by Purchaser, with such consent not to be unreasonably withheld or delayed. With respect to Tax Returns of Relevant Groups for Tax periods including but ending after the Closing Date, if all of the members of such Relevant Group are Business Subsidiaries, Purchaser shall be responsible for the preparation of such Tax Returns. Purchaser shall provide drafts of all Tax Returns the preparation of which is the responsibility of Purchaser under this Section 12.01(a) to ARM at least 20 Business Days prior to the due date for such Tax Returns (or, in the case of amended Tax Returns, at least 20 Business Days prior to the date on which such amended Tax Returns will be filed) and shall be required to consider in good faith any changes requested by ARM to such Tax Returns, where such change request is provided to Purchaser not more than 10 Business Days after ARM has received such draft Tax Returns; provided, however, that where a Tax Return for which Purchaser is responsible under this Section 12.01(a) is due within 30 Business Days of the Closing Date, Purchaser shall be obligated only to make reasonable efforts to provide ARM with a reasonable opportunity to review such Tax Return prior to filing and to consi...
Consolidated Income Tax Returns. Buyer shall cause each Company Group Member to join, and/or become a member or includable corporation of, its affiliated group commencing on the first day after the Closing Date and shall include each Company Group Member in Buyer’s consolidated or combined Income Tax Returns for the period which includes such date (thereby causing each Company Group Member’s fiscal year beginning July 1, 2005 to end on the Closing Date for Income Tax purposes).
Consolidated Income Tax Returns. The Company has been included in Seller's combined, consolidated, and unitary income Tax reports and returns for all periods for which the applicable statute of limitations has not expired. In addition, the Company will remain a member of Seller's affiliated group with respect to the filing of such income Tax reports and returns through the Closing Date.
Consolidated Income Tax Returns. Seller shall include the income of the Target Companies (including any deferred items triggered into income by Treas. Reg. section 1.1502-13 and any excess loss account taken into income under Treas. Reg. section 1.1502-19) on Seller’s consolidated federal income Tax Returns or any other consolidated Tax Returns for all taxable periods ending prior to the Closing Date (a “Pre-Closing Tax Period”) and any taxable periods ending on the Closing Date (a “Stub Period”) and pay any income Taxes attributable to such income.
Consolidated Income Tax Returns. Cenveo Corp agrees that it and Cenveo shall include the income of Xxxxxxxx Graphics and its domestic Subsidiaries (including any deferred items treated as income by Treasury Regulation § 1.1502-13 and any excess loss account taken into income under Treasury Regulation § 1.1502-19) on Cenveo’s consolidated federal Income Tax Returns for all periods through the Closing Date, and shall also include such income in any consolidated, combined or unitary state income Tax Returns filed by Cenveo or Cenveo Corp in which Xxxxxxxx Graphics and its domestic Subsidiaries are included, and timely pay all Taxes attributable to such income. All such Tax Returns shall be prepared and filed in a manner consistent with prior practice, except as may be required by Law or as would not affect the Tax Liability of any Company or Company Subsidiary for periods following the Closing, or in the absence of a prior practice, in a reasonable manner. Buyer shall furnish within a reasonable period of time Tax information to Cenveo Corp as reasonably requested by Cenveo Corp to allow Cenveo and Cenveo Corp to satisfy their obligations under this Section 10.1(a).
Consolidated Income Tax Returns. The Company has been included in Seller's combined, consolidated, and unitary income Tax reports and returns for all periods for which the applicable statute of limitations has not expired other than the federal income Tax periods ending on or prior to March 31, 1995, during which the Company filed its federal income Tax returns as an S corporation. In addition, the Company will remain a member of Seller's affiliated group with respect to the filing of such income Tax reports and returns through the Closing Date.
Consolidated Income Tax Returns. Seller shall include the income of the Company (including any deferred items treated as income by Treasury Regulation § 1.1502-13 and any excess loss account taken into income under Treasury Regulation § 1.1502-19) on Seller’s consolidated federal income Tax Returns for all periods through the Closing Date, and shall also include such income on any consolidated, combined or unitary state income Tax Returns, and pay all Taxes attributable to such income. All such Tax Returns, to the extent that they relate to the Company, shall be prepared and filed in a manner consistent with prior practice, except as may be required by Law or, in the absence of a prior practice, in a reasonable manner. Purchaser shall furnish within a reasonable period of time Tax information to Seller for the period that includes the Closing Date as reasonably requested by Seller to allow Seller to satisfy its obligations under this section in accordance with past custom and practice. Purchaser shall consult and cooperate with Seller as to any elections to be made on Tax Returns of the Company filed pursuant to this Section 6.10(a)(i).
Consolidated Income Tax Returns. Seller shall include the income of each member of the Company Group (including any deferred items triggered into income by Treasury Regulations Section 1.1502-13 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on Seller’s consolidated federal income Tax Returns for all periods (or portions thereof) through the Closing Date and pay any federal income Taxes attributable to such income.
Consolidated Income Tax Returns. Xxxxx shall include the income of the Acquired Subsidiaries (including any deferred items treated as income by Treasury Regulation § 1.1502-13 and any excess loss account taken into income under Treasury Regulation § 1.1502-19) on Xxxxx’ consolidated federal income Tax Returns for all periods through the Closing Date, and shall also include such income on any consolidated, combined or unitary state income Tax Returns, and pay all Taxes attributable to such income. All such Tax Returns, to the extent that they relate to the Acquired Subsidiaries, shall be prepared and filed in a manner consistent with prior practice or, in the absence of a prior practice, in a reasonable manner. Buyer shall furnish within a reasonable period of time Tax information to Xxxxx for the period that includes the Closing Date as reasonably requested by Xxxxx to allow Xxxxx to satisfy its obligations under this Section 6.12 in accordance with past custom and practice. Buyer shall cooperate with Xxxxx as to any elections to be made on Tax Returns of the Acquired Subsidiaries filed pursuant to this Section 6.12(a)(i).
