Tax Return Positions Sample Clauses
Tax Return Positions. None of JWCFS, Newco, Genesis or the Genesis -------------------- Members shall take any position on their respective Tax Returns inconsistent with the position that the Combination qualifies as a nonrecognition transaction within the meaning of Section 351 of the Code, unless such inconsistent position shall arise out of or through an inquiry or examination by the Internal Revenue Service or other Tax Authority.
Tax Return Positions. (i) With respect to any Tax Return for a Pre-Distribution Period described in Section 3.01 or Section 3.02, such Tax Return shall be prepared by Distributing or Splitco (or the members of its Group) in accordance with past practices, including the elections, methods of accounting, positions, conventions and principles of taxation used on prior Tax Returns corresponding to those in question (“Past Practices”), and to the extent any items are not addressed by Past Practices, in accordance with reasonable Tax accounting practices selected by the Company responsible for preparing the Tax Return.
(ii) With respect to any Tax Return filed for a Post-Distribution Period described in Section 3.01 or Section 3.02, except as required by applicable Tax Law, such Tax Return shall be prepared by Distributing or Splitco (or the members of its Group) in accordance with Past Practices to the extent that a departure from Past Practices would be reasonably expected to increase the Tax liability of, or give rise to a payment under this Agreement by, the other Company (or a member of its Group) for a Pre-Distribution Period.
(iii) Distributing and Splitco (and the members of their respective Groups) shall make any election or take any other action (or refrain from taking any action) reasonably requested by the other Company to preserve any existing Tax position of Distributing or Splitco (or the members of its Group), including the reported treatment or availability of Tax Items. Without limiting the foregoing, each Company (and the members of its Group) shall take the applicable actions set forth on Schedule 3.04(b)(iii).
Tax Return Positions. ▇▇▇▇▇ and Circor agree that, except as -------------------- otherwise provided herein, the transactions contemplated in this Agreement shall be treated by ▇▇▇▇▇ and Circor on all Returns in a manner which conforms to the representations, undertakings and statements made in the Letter Ruling Request. In their preparation and filing of Returns, both the ▇▇▇▇▇ Affiliated Group (and any direct or indirect subsidiaries) and the Circor Affiliated Group (and any direct or indirect subsidiaries) shall follow prior methods, practices and procedures (except to the extent that departure from such methods, practices and procedures would not materially adversely affect members of the other Affiliated Group (or their direct or indirect subsidiaries) and ▇▇▇▇▇ shall not discriminate against members of the Circor Affiliated Group (or their direct or indirect subsidiaries) in the preparation of Returns under Section 7.01(a) for the period beginning July 1, 1999.
Tax Return Positions. None of the Company Entities is or has been a party to any “listed transaction” as defined in Code §6707A(c)(1) and Regulation §1.6011-4(b)(2), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or non-U.S. Law.
Tax Return Positions. ▇▇▇▇▇ and Circor agree that, except -------------------- as otherwise provided herein, the transactions contemplated in this Agreement shall be treated by ▇▇▇▇▇ and Circor on all Returns in a manner which conforms to the representations, undertakings and statements made in the Letter Ruling Request. In their preparation and filing of Returns, both the ▇▇▇▇▇ Group and the Circor Group shall follow prior methods, practices and procedures (except to the extent that departure from such methods, practices and procedures would not materially adversely affect members of the other Group and ▇▇▇▇▇ shall not discriminate against members of the Circor Group in the preparation of Returns under Section 7.01(a).