Group Returns Sample Clauses
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.
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.
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, G▇▇▇, and each of their Subsidiaries in such consolidated United States federal income tax return to the extent permitted by law and regulations.
(b) GE will, and will cause, its Affiliates to file Combined Income Tax Returns for the taxable year that includes the Closing Date to the same extent that it and its Affiliates joined in the filing of such Combined Income Tax Returns for the immediately preceding taxable year. Such Combined Income Tax Returns will include the Company, G▇▇▇, and each of their Subsidiaries to the extent permitted by law and regulations.
(c) To the extent permitted by law and regulations, the taxable year of the Company, G▇▇▇, and each of their Subsidiaries will terminate on the Closing Date for all United States or foreign federal, state, local and other governmental income and franchise Tax purposes.
Group Returns. (a) AT&T shall be responsible for the preparation and filing of Tax Returns for AT&T (and any member of the AT&T Group) and of any AT&T Group Returns (or any similar Tax Returns); provided, however, that the Company shall have the right to review and comment (and AT&T shall make only the relevant portions of such returns available to the Company at least 20 days prior to the due date for filing) with respect to items on such returns if and to the extent such items directly relate to Taxes for which the Company would be liable under the Agreement, such comments not to be unreasonably rejected; provided, however, that nothing in this Agreement shall give the Company the right to review any other portion of such AT&T Group Returns, even if such other portions affect the calculation of the AT&T Absorption Amount.
(b) To the extent that any AT&T Group Return directly relates to matters for which the Company would be liable under the Agreement, the relevant portion of the AT&T Group Return shall be prepared on a basis consistent with past practice (except as required by applicable law or as determined by AT&T). AT&T shall notify the Company of any such portions not prepared on a basis consistent with past practice.
(c) AT&T will make all necessary Tax payments to the relevant Tax Authorities with respect to AT&T Group Returns.
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.