Consolidated Returns for Periods Through the Closing Date Sample Clauses

Consolidated Returns for Periods Through the Closing Date. For the avoidance of doubt, Seller shall include the income of the Acquired Subsidiary (including any deferred items triggered into income by Treasury Regulations Section 1.1502-12 and any excess loss account taken into income under Treasury Regulations Section 1.1502-19) on the Seller Affiliated Group’s consolidated U.S. federal income tax return for all periods through the end of the Closing Date and pay any U.S. federal income taxes attributable to such income, subject to indemnification by Buyer as may be herein provided. The Company and the Acquired Subsidiary shall furnish Tax information to the Seller as necessary or helpful with respect to the foregoing.
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Consolidated Returns for Periods Through the Closing Date. West Bend will include the income of CMS (including any deferred income triggered into income by Reg. ss. 1.1502-13
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Consolidated Returns for Periods Through the Closing Date. Buyer shall cause MMG and the Subsidiary to consent to join, for all taxable periods of MMG and the Subsidiary ending on or before the Closing Date for which MMG and the Subsidiary are eligible to do so, in any consolidated, combined or unitary federal, state, local or foreign income and franchise Tax Returns that Parent shall request MMG and the Subsidiary to join. Parent shall cause to be prepared and filed all such consolidated, combined or unitary Tax Returns. Buyer shall cooperate with Parent and its Affiliates in the preparation of the portions of such Returns pertaining to MMG and the Subsidiary. Parent shall cause to be timely paid all Taxes to which such Returns relate for all periods covered by such Returns. Parent will include or have included in its consolidated federal income Tax Return for all periods or portions thereof through the Closing Date the income of MMG and the Subsidiary (including any deferred income from intercompany transactions and any excess loss accounts). Parent will not change any position on such Tax Returns that relate to MMG and the Subsidiary from the Tax positions taken on Tax Returns filed prior to the Closing Date that relate to MMG and the Subsidiary. The income of MMG and the Subsidiary shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of MMG and the Subsidiary as of the end of the Closing Date. If MMG and the Subsidiary are permitted, but not required under applicable state, local, or foreign income Tax Laws to treat the Closing Date as the last day of a taxable period, then the parties shall treat that day as the last day of a taxable period.
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Consolidated Returns for Periods Through the Closing Date. Chemed will include the income of the Acquired Companies (including any deferred income triggered into income by Reg. ss.1.1502-13
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Consolidated Returns for Periods Through the Closing Date. Seller shall include the income of Company and Water Subsidiaries (including any deferred income triggered into income by Treasury Regulation Section 1.1502-13 and Treasury Regulation Section 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19) on the consolidated, combined or unitary federal (and state) income (or franchise) Tax Returns of Seller for all periods through and including the Closing Date and pay any Taxes attributable to such income. Company and Water Subsidiaries shall furnish Tax information to Seller for inclusion in Seller's federal (and state) consolidated (or combined) income Tax Return for the period that includes the Closing Date in accordance with the past custom and practice of Company and Water Subsidiaries. Seller shall allow Buyer an opportunity to review and comment upon such Tax Returns (including any amended returns) to the extent that they relate to Company or any Water Subsidiary. Seller shall take no position on such Tax Returns that relate to Company or any Water Subsidiary that would materially adversely affect Company or any Water Subsidiary after the Closing Date, unless such position would be reasonable in the case of a Person that owned Company or any Water Subsidiary both before and after the Closing Date. For the purposes of such Tax Returns, the income of Company and Water Subsidiaries shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of Company and Water Subsidiaries as of the end of the Closing Date and in a manner consistent with the Final Closing Balance Sheet. Seller shall not settle any audit of a federal or state income (or franchise) Tax Return with respect to periods for which a consolidated, unitary or combined income (or franchise) Tax Return of Seller or of any Affiliate of Seller (other than Company or any Water Subsidiary) will include the operations of Company or any Water Subsidiary in a manner that would materially adversely affect Company or any Water Subsidiary after the Closing Date, unless such settlement would be reasonable in the case of a Person that owned Company or any Water Subsidiary both before and after the Closing Date, and Seller shall disclose to Buyer information relating to any such settled audit to the extent such settled audit has a material effect on the Tax Liabilities of Company or any Water Subsidiary in any Tax period, or portion thereof, that be...
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Consolidated Returns for Periods Through the Closing Date. For the avoidance of doubt, for U.S. federal income Tax purposes, Allholdco shall include all items of income, gain, loss, deduction or credit of Charleston TV and its Subsidiaries that are Acquired Companies for all Tax periods ending on or before the Closing Date in the Allholdco affiliated group’s consolidated U.S. federal income Tax Return, subject to indemnification by Buyer as may be herein provided. Buyer and Charleston TV shall furnish Tax information to Allholdco as necessary or helpful with respect to the foregoing.
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Related to Consolidated Returns for Periods Through the Closing Date

  • Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Complete Portfolio Holdings From Shareholder Reports Containing a Summary Schedule of Investments; and

  • Year-End Financial Statements As soon as available but no later than one hundred (100) days after and as of the end of each financial reporting year, a complete copy of Borrower's audit report, which shall include balance sheet, income statement, statement of changes in equity and statement of cash flows for such year, prepared and certified by an independent certified public accountant selected by Borrower and satisfactory to Lender (the "Accountant"). The Accountant's certification shall not be qualified or limited due to a restricted or limited examination by the Accountant of any material portion of Borrower's records or otherwise.

  • Pre-Closing Tax Returns Seller shall prepare or cause to be prepared and file or cause to be filed all Pre-Closing Tax Returns with respect to the Assets. Seller shall pay (or cause to be paid) any Taxes due with respect to such Tax Returns.

  • Year-End Statements As soon as available and in any event within 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of each fiscal year of the Borrower), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst &Young LLP or any other independent certified public accountants of recognized national standing, whose certificate shall be unqualified and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the Borrower shall deliver a report, certified by the chief financial officer or chief accounting officer of Borrower, in form and detail reasonably satisfactory to the Administrative Agent, setting forth the Net Operating Income for each Property for such fiscal year.

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

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Consolidated Group Seller (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (B) has no liability for Taxes of any person (other than Seller and its Subsidiaries) under Treas. Reg. sect. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise.

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