Definition of Pre-Closing Separate Tax Returns


Pre-Closing Separate Tax Returns means, with respect to any member of the Company Group, a Tax Return of such member of the Company Group with respect to any Taxable period ending on or before the Closing Date that is not a Pre-Closing Consolidated Income Tax Return.
Sample 1

Examples of Pre-Closing Separate Tax Returns in a sentence

At Parents reasonable request and expense, Purchaser shall file, or cause to be filed, amended Pre-Closing Separate Tax Returns unless such amended Pre-Closing Separate Tax Return, or the filing thereof, would reasonably be expected to have an adverse effect on Purchaser or any of its Affiliates (including the Transferred Entities) in a Post-Closing Period.
Except as otherwise required by applicable Law or as would not reasonably be expected to have an adverse effect or be binding on Purchaser or any of its Affiliates (including the Transferred Entities) in a Post-Closing Period, all Pre-Closing Separate Tax Returns shall be prepared in a manner consistent with past practices of the Transferred Entities (or of Parent with respect to the Transferred Entities).
Purchaser shall not amend or revoke any Combined Tax Return or any Pre-Closing Separate Tax Returns (or any notification or election relating thereto) without the prior written consent of Parent.
If there is a dispute between Seller and Buyer as to the contents of any such Pre-Closing Separate Tax Returns, Seller shall be entitled to make the final decision with respect to any disputed item.
Pre-Closing Separate Tax Returns shall be prepared in accordance with law and with the past practices of the Company.