CTH Returns Sample Clauses

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.
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Related to CTH Returns

  • Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Product Returns Client will have the responsibility for handling customer returns of the Products. Patheon will give Client any assistance that Client may reasonably require to handle the returns.

  • 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.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

  • Preparation of Returns The Managing Member shall cause to be prepared all federal, state and local tax returns of the Company for each year for which such returns are required to be filed and shall cause such returns to be timely filed. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States of America, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. Except as specifically provided otherwise in this Agreement, the Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. As promptly as practicable after the end of each Fiscal Year, the Managing Member shall cause the Company to provide to each Member a Schedule K-1 for such Fiscal Year. Additionally, the Managing Member shall cause the Company to provide to each Member, to the extent commercially reasonable and available to the Company without undue cost, any information reasonably required by the Member to prepare, or in connection with an audit of, such Member’s income tax returns.

  • Returns Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.

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

  • Final Returns When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

  • Information Returns At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding as of the Closing Date.

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