Common use of Filing Returns Clause in Contracts

Filing Returns. (i) ADS shall prepare (or cause to be prepared) and file (or cause to be filed) for all taxable periods ending with or prior to the Deconsolidation Date all Consolidated Federal Income Tax Returns for ADS, the ADS Consolidated Group, the ADS Sub Group, the Intellesale Sub Group and all other consolidated, combined or unitary Tax Returns for such entities. Included as a Tax Return to be filed by ADS pursuant to the preceding sentence is the Consolidated Federal Income Tax Return of the ADS Consolidated Group for the year of the IPO, which will include all income and loss of ADS for such year and the income and loss of the Intellesale Sub Group for the portion of such year ending on the Deconsolidation Date. (ii) Intellesale shall be responsible for preparing and filing all Income Tax Returns required to be filed by or on behalf of the Intellesale Sub Group, for all taxable periods beginning after the Deconsolidation Date. (iii) Those Income Tax Returns of the Intellesale Sub Group which include any taxable period beginning before and ending after the Deconsolidation Date shall be prepared by Intellesale and filed by Intellesale on a basis which is consistent with the manner in which ADS or its Affiliates filed such Tax Returns in the past, unless a contrary treatment is required by law. (iv) The Intellesale Sub Group hereby irrevocably designates ADS as its agent (and the agent of all Intellesale Affiliates) for the purpose of taking any and all actions necessary or incidental to the filing of any Tax Return required to be filed by ADS pursuant to this Agreement or filing any amended Consolidated Federal Income Tax Return or Consolidated Non-Federal Tax Return in respect of any adjustment of Tax attributable to any period during which Intellesale was a member of the ADS Consolidated Group or any Consolidated Non-Federal Group. ADS shall fully inform Intellesale in writing, prior to taking such actions, of all actions to be taken on behalf of Intellesale. Intellesale shall provide ADS with a Power of Attorney in respect of the filing of such returns. Notwithstanding any indication to the contrary in this Section 2(b)(iv) or elsewhere in this Agreement, ADS shall not have the authority as agent for the Intellesale Sub Group (or any Intellesale Affiliate) or pursuant to the Power of Attorney to take a position with respect to a Tax Item, on a Tax Return required to be filed by ADS pursuant to this Agreement or any amended Consolidated Federal Income Tax Return or Consolidated Non-Federal Tax Return, that is inconsistent with the position taken in the past with respect to such Tax Item or that could reasonably be expected to affect adversely the Intellesale Sub Group or any Intellesale Affiliate with respect to Tax Returns filed after the Deconsolidation Date.

Filing Returns. (i) ADS USCC shall prepare (file or cause to be preparedfiled when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to USCC Newco and file (the USCC Business for taxable years or periods ending on or before the Closing Date and USCC shall remit or cause to be filedremitted any Taxes due in respect of such Tax Returns, and ALLTEL shall file or cause to be filed when due (taking into account all extensions properly obtained) all Tax Returns that are required to be filed by or with respect to USCC Newco and the USCC Business for all taxable years or periods ending with after the Closing Date and ALLTEL shall remit or prior cause to the Deconsolidation Date be remitted any Taxes due in respect of such Tax Returns. (ii) ALLTEL shall file or cause to be filed when due (taking into account all Consolidated Federal Income extensions properly obtained) all Tax Returns that are required to be filed by or with respect to ALLTEL Newco and the ALLTEL Business for ADStaxable years or periods ending on or before the Closing Date and USCC shall remit or cause to be remitted any Taxes due in respect of such Tax Returns, the ADS Consolidated Group, the ADS Sub Group, the Intellesale Sub Group and USCC shall file or cause to be filed when due (taking into account all other consolidated, combined or unitary extensions properly obtained) all Tax Returns that are required to be filed by or with respect to ALLTEL Newco and the ALLTEL Business for taxable years or periods ending after the Closing Date and USCC shall remit or cause to be remitted any Taxes due in respect of such entities. Included as a Tax Returns. (iii) USCC or ALLTEL shall pay the other party for the Taxes for which USCC or ALLTEL, respectively, is liable pursuant to this Section 5.10 but which are payable with any Tax Return to be filed by ADS the other party pursuant to this Section 5.10(e) upon the preceding sentence is the Consolidated Federal Income Tax Return written request of the ADS Consolidated Group for party entitled to payment, setting forth in detail the year computation of the IPOamount owed by USCC or ALLTEL, which will include all income and loss as the case may be, but in no event earlier than the later of ADS for such year and the income and loss of the Intellesale Sub Group for the portion (i) 20 days after receipt of such year ending on the Deconsolidation Date. written request and (ii) Intellesale shall be responsible for preparing and filing all Income Tax Returns required to be filed by or on behalf of the Intellesale Sub Group, for all taxable periods beginning after the Deconsolidation Date. (iii) Those Income Tax Returns of the Intellesale Sub Group which include any taxable period beginning before and ending after the Deconsolidation Date shall be prepared by Intellesale and filed by Intellesale on a basis which is consistent with the manner in which ADS or its Affiliates filed such Tax Returns in the past, unless a contrary treatment is required by law. (iv) The Intellesale Sub Group hereby irrevocably designates ADS as its agent (and the agent of all Intellesale Affiliates) for the purpose of taking any and all actions necessary or incidental 10 days prior to the filing of any Tax Return required to be filed by ADS pursuant to this Agreement or filing any amended Consolidated Federal Income Tax Return or Consolidated Non-Federal Tax Return in respect of any adjustment of Tax attributable to any period during which Intellesale was a member of the ADS Consolidated Group or any Consolidated Non-Federal Group. ADS shall fully inform Intellesale in writing, prior to taking due date for paying such actions, of all actions to be taken on behalf of Intellesale. Intellesale shall provide ADS with a Power of Attorney in respect of the filing of such returns. Notwithstanding any indication to the contrary in this Section 2(b)(iv) or elsewhere in this Agreement, ADS shall not have the authority as agent for the Intellesale Sub Group (or any Intellesale Affiliate) or pursuant to the Power of Attorney to take a position with respect to a Tax Item, on a Tax Return required to be filed by ADS pursuant to this Agreement or any amended Consolidated Federal Income Tax Return or Consolidated Non-Federal Tax Return, that is inconsistent with the position taken in the past with respect to such Tax Item or that could reasonably be expected to affect adversely the Intellesale Sub Group or any Intellesale Affiliate with respect to Tax Returns filed after the Deconsolidation DateTaxes.