Common use of Pre-Closing Returns Clause in Contracts

Pre-Closing Returns. (i) LUVSG shall continue to be included for all taxable periods (or portions thereof) ending on or before the Closing Date in the consolidated Federal Income Return and any required state or local consolidated or combined income or franchise Returns of any affiliated group of which LUVSG is a member (each of which is herein referred to as a "Selling Affiliated Group"), which Returns include LUVSG (all such Returns including taxable periods (or portions thereof) of LUVSG ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). LMC shall cause its Selling Affiliated Groups to timely prepare and file (or cause to be prepared and filed) all Pre-Closing Consolidated Returns and to timely pay all Taxes shown as due and payable on Pre-Closing Consolidated Returns (including, but not limited to, any Taxes with respect to any deferred income triggered into income by Treasury Regulation (S) 1.1502-13 and Treasury Regulation (S) 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation (S) 1.1502-19).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sky Global Networks Inc), Agreement and Plan of Merger (Liberty Media Corp /De/)

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Pre-Closing Returns. (i) LUVSG LTVGIA shall continue to be included for all taxable periods (or portions thereof) ending on or before the Closing Date in the consolidated Federal Income income Return and any required state or local consolidated or combined income or franchise Returns of any affiliated group of which LUVSG LTVGIA is a member (each of which is herein referred to as a "Selling Affiliated Group"), which Returns include LUVSG LTVGIA (all such Returns including taxable periods (or portions thereof) of LUVSG LTVGIA ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). LMC shall cause its Selling Affiliated Groups to timely prepare and file (or cause to be prepared and filed) all Pre-Closing Consolidated Returns and to timely pay all Taxes shown as due and payable on Pre-Closing Consolidated Returns (including, but not limited to, any Taxes with respect to any deferred income triggered into income by Treasury Regulation (S) Section 1.1502-13 and Treasury Regulation (S) Section 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation (S) Section 1.1502-19).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liberty Media Corp /De/)

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Pre-Closing Returns. (i) LUVSG LTVGIA shall continue to be included for all taxable periods (or portions thereof) ending on or before the Closing Date in the consolidated Federal Income income Return and any required state or local consolidated or combined income or franchise Returns of any affiliated group of which LUVSG LTVGIA is a member (each of which is herein referred to as a "Selling Affiliated Group"), which Returns include LUVSG LTVGIA (all such Returns including taxable periods (or portions thereof) of LUVSG LTVGIA ending on or before the Closing Date are hereinafter referred to, collectively, as "Pre-Closing Consolidated Returns"). LMC shall cause its Selling Affiliated Groups to timely prepare and file (or cause to be prepared and filed) all Pre-Closing Consolidated Returns and to timely pay all Taxes shown as due and payable on Pre-Closing Consolidated Returns (including, but not limited to, any Taxes with respect to any deferred income triggered into income by Treasury Regulation (S) 1.1502-13 and Treasury Regulation (S) 1.1502-14 and any excess loss accounts taken into income under Treasury Regulation (S) 1.1502-19).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gemstar Tv Guide International Inc)

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