Group Returns Sample Clauses

Group Returns. Seller or its Affiliate shall prepare or cause to be prepared (at Seller’s expense) and timely file the U.S. federal consolidated income Tax Return for the Affiliated Group and any other Combined Returns for all taxable periods of the Companies and shall pay all Taxes due with respect thereto. The parties agree that the Companies shall be treated as if they ceased to be part of the Affiliated Group, and any other group for which a Combined Return is filed, as of the end of the day on the Closing Date. With respect to any short-year Tax Return required to be filed as a result of the consummation of the transactions contemplated in this Agreement, the parties hereto agree to use a closing of the books method to allocate Tax items of the Companies between the short-year ending on the Closing Date and the short-year that begins after the Closing Date, and none of Seller, Purchaser, or any of their respective Affiliates will make a ratable allocation election under Regulations Section 1.1502-76(b)(2)(ii) (or any corresponding or similar state, local or foreign Law) with respect to the transactions contemplated in this Agreement to the extent such election is permissible. To the extent required by Regulations Section 1.1502-76(b)(1)(ii)(B) (and any corresponding or similar state, local or foreign Law), any extraordinary transaction that occurs on the Closing Date after the Closing shall be treated as occurring on the day after the Closing Date. Seller or its Affiliate shall provide Purchaser with copies of the separate company pro-forma portion of all such Tax Returns relating to the Companies within ten (10) Business Days after filing any such Tax Returns.
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Group Returns. Parent shall prepare and file or cause to be prepared and filed all Group Tax Returns and all Tax Returns of RASL for all taxable periods ending on, prior to or that include the Closing Date. Parent shall pay all Taxes in connection with such Tax Returns. Each Target Company (Buyer with respect to RASL) and each Target Subsidiary shall timely furnish Tax information and pro forma Group Tax Returns to Parent with respect to such Target Company or such Target Subsidiary in accordance with past custom and practice as reasonably requested by Parent for the preparation of the Group Tax Returns to be prepared by Parent pursuant to the preceding sentence. Parent shall provide Buyer with a copy of the portion of such Tax Return that relates to a Target Company or a Target Subsidiary ten (10) days after the filing of such Tax Return other than with respect to RASL, and shall provide a copy of any RASL Tax Return at such reasonable time after the filing of such Tax Return as may be requested in writing by Buyer. If Parent intends to use a pro forma Group Tax Return or Tax information that differs from that provided by Buyer with respect to such Group Tax Return, Parent shall provide Buyer a copy of such pro forma Group Tax Return or such Tax information twenty (20) days prior to the filing of the relevant Group Tax Return by Parent, or, if later, as soon as reasonably practical after Parent decides to use a pro forma Group Tax Return or Tax information that differs from that provided by Buyer.
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Group Returns. (a) GE will cause the GE Affiliated Group to file a consolidated United States federal income tax return for the taxable year that includes the Closing Date. GE will include the Company, GXXX, and each of their Subsidiaries in such consolidated United States federal income tax return to the extent permitted by law and regulations.
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Group Returns. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not be entitled to access to any consolidated, combined, unitary or similar group Tax Returns of Seller or its Affiliates.
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Related to Group Returns

  • 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.

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

  • Tax Returns Except as set forth on Schedule 3.13:

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Taxes and Returns (a) The Purchaser has timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which such Tax Returns are accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP. Schedule 3.10(a) sets forth each jurisdiction where the Purchaser files or is required to file a Tax Return. There are no audits, examinations, investigations or other proceedings pending against the Purchaser in respect of any Tax, and the Purchaser has not been notified in writing of any proposed Tax claims or assessments against the Purchaser (other than, in each case, claims or assessments for which adequate reserves in the Purchaser Financials have been established in accordance with GAAP or are immaterial in amount). There are no Liens with respect to any Taxes upon any of the Purchaser’s assets, other than Permitted Liens. The Purchaser has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the Purchaser for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

  • 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.

  • 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.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • 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.

  • Tax Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

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