SpinCo Returns Sample Clauses
The 'SpinCo Returns' clause defines the obligations and procedures related to the return of assets, documents, or property by a spun-off company (SpinCo) to the parent company or another party. Typically, this clause outlines what specific items must be returned, the timeframe for their return, and the condition in which they should be delivered. For example, it may require SpinCo to return confidential information, proprietary materials, or equipment that originated from the parent company. The core practical function of this clause is to ensure that all relevant property is properly accounted for and returned after a corporate separation, thereby protecting the interests and assets of the original company.
SpinCo Returns. (a) SpinCo shall make all determinations with respect to, have ultimate control over the preparation of and file all Tax Returns (other than those described in Section 3.01) for the SpinCo Group as it determines to be mandatory or advisable and for all Tax Periods; provided that (i) SpinCo shall cause Consolidated Mobile Corp. to file a separate Tax Return and not as a member of the SpinCo Affiliated Group, commencing with the Tax Period beginning as of the Distribution Date, (ii) SpinCo and its eligible Subsidiaries as of immediately following the Distribution Date (for the avoidance of doubt, other than Consolidated Mobile Corp.) shall elect to file a consolidated Tax Return under Treasury Regulations Section 1.1502-75 and file all Tax Returns as part of the SpinCo Affiliated Group, commencing with the Tax Period beginning as of the day immediately following the Distribution Date and (iii) Consolidated Mobile Corp. shall not be included in the SpinCo Affiliated Group with respect to any Tax Period commencing before the date that is two years following the Distribution Date.
(b) SpinCo shall provide to Parent all information related to members of the SpinCo Group that is reasonably requested by Parent to complete any Tax Return which is the responsibility of Parent pursuant to Section 3.01, in the format reasonably requested by Parent, and as promptly as is reasonably practicable upon receiving such request. In particular, the SpinCo Group will support Parent with respect to data collection and compilation requirements, and will sign and file or cause to be signed and filed any Tax Return described in Section 3.01 that any member of the SpinCo Group is required by Law to sign and file.
(c) In the case of any Tax Return that is the responsibility of Parent pursuant to Section 3.01 and that relates to a Tax that is provided for on the SpinCo Business Balance Sheet, SpinCo shall pay to Parent the amount of the provision for such Tax no later than 10 days prior to the due date (including extensions) for the filing of such Tax Return.
SpinCo Returns. SpinCo shall prepare and timely file, or cause to be prepared and timely filed (in each case, taking into account extensions), all SpinCo Separate Returns and any other Tax Return required to be filed by or with respect to a member of the SpinCo Group other than any Tax Return which EQT is required to prepare pursuant to Section 4.01 (each, a “SpinCo Return”). SpinCo shall file or cause to be filed all SpinCo Returns and shall pay or cause to be paid all Taxes shown to be due on any such SpinCo Return to the relevant Tax Authority, and EQT shall make any payments to SpinCo required pursuant to Article 5 in respect of any such SpinCo Return.
SpinCo Returns. Except as provided herein, SpinCo, at its own expense, shall prepare and file, or shall cause to be prepared and filed (i) all Tax Returns of SpinCo for all Post-Spin Periods, (ii) any other Tax Returns filed on a consolidated or combined basis with respect to SpinCo and one or more of the SpinCo Subsidiaries for all Post-Spin Periods, (iii) any entity-level Tax Return with respect to the SpinCo Parties for all Post-Spin Periods, and (iv) the IRS Form 8937 to be prepared and filed with respect to the Spinoff and distribution of SpinCo common stock to the Linn shareholders.
SpinCo Returns. SpinCo shall (a) prepare and file, or cause to be prepared and filed, all Tax Returns required to be filed (or, with respect to Joint Returns, that Parent reasonably determines are required to be filed (or that Parent chooses to be filed)) by or with respect to members of the SpinCo Group other than those Tax Returns which Parent is required or entitled to prepare and file pursuant to Section 4.02 (each, a “SpinCo Return”) and (b) prepare, or cause to be prepared, any Specified State Returns. The Tax Returns required to be prepared and filed by SpinCo under this Section 4.03 shall include (i) any SpinCo Federal Consolidated Income Tax Return and (ii) SpinCo Separate Returns. With respect to any SpinCo Federal Consolidated Income Tax Return for a Tax Period that ends prior to or includes the Redemption Date, without limiting the generality of and notwithstanding anything to the contrary in Section 4.05 (or in this Agreement), Parent may determine in its sole discretion whether to make, as applicable, (i) a ratable election under Treasury Regulations Section 1.1502-76(b)(2)(ii), (ii) an election under Section 362(e)(2)(C) of the Code (or the regulations thereunder), (iii) any election pursuant to Section 168(k) of the Code (or the regulations thereunder), and/or (iv) any election pursuant to Section 179 of the Code (or the regulations thereunder). SpinCo shall, and shall cause each member of the SpinCo Group to, take all actions necessary to give effect to any such election. Except as otherwise required pursuant to Section 4.04, SpinCo shall prepare any Joint Return or Specified State Return that is has the obligation and right to prepare, or cause to be prepared, under this Section 4.03, in accordance with reasonable Tax accounting practices selected by Parent.