CTH Returns Clause Samples

CTH Returns. The Company shall use commercially reasonable efforts to prepare, or cause to be prepared, a draft of each CTH Income Tax Return for the 2023 Tax year that has not been filed by the date hereof as promptly as possible following the date hereof, and shall furnish each such draft to Parent, together with work papers and any other supporting documentation in the Company’s possession that is reasonably requested by Parent. The Company shall, in its sole discretion exercised in good faith, incorporate reasonable comments to such draft provided by Parent in writing at least five (5) Business Days prior to the due date for filing such Tax Return (taking into account applicable extensions); provided that the Parties agree that in connection with the 2023 U.S. federal income Tax Return for the consolidated group of which CTH was the common parent, the following elections shall be made in relation to CWT Travel, Inc. ceasing to be a member of such consolidated group, to the extent the Company and Parent jointly determine that it is tax efficient for the Company to do so: (a) an election pursuant to section 1.1502-36(d) of the Treasury Regulations (or a protective election under such section, as the case may be) to reduce basis in the stock of CWT Travel, Inc., rather than reducing CWT Travel, Inc.’s attributes in the event of any attribute reduction under such section, and (b) an election pursuant to section 1.1502‑95 of the Treasury Regulations to allocate any Section 382 limitation and net unrealized built-in gain to CWT Travel, Inc. to the maximum extent permitted by Law. As promptly as possible following the date hereof (if not previously filed by CTH or the Company), the Company shall file (or cause to be filed by CTH) a statement with the IRS in accordance with the requirements of Section 1.1502-77 of the Treasury Regulations designating CWT Travel, Inc. as the “agent” of such consolidated group, and shall keep Parent reasonably informed with respect to developments in connection therewith. In the event that the Company determines that such statement was previously filed with the IRS, it shall notify Parent in writing and promptly furnish Parent with a copy of such statement.