Combined Tax Returns. (a) Except as set forth in Section 3.01(b), Cousins shall prepare and file (or cause to be prepared and filed) all Combined Tax Returns (including, but not limited to, the Combined Tax Returns set forth on Schedule 3.01(a) hereto), and Cousins LP shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that New Parkway LP shall reimburse Cousins LP for any such Taxes that are New Parkway Taxes.
Combined Tax Returns. From and after the Distribution Date, if the Generico Parties and the Alpha Parties shall be required to file a combined Tax Return in California (a “Combined Return”), (i) Gholdco shall prepare and timely file or cause to be timely filed such Combined Return; (ii) Gholdco shall timely remit or cause to be timely remitted any Taxes due in respect of such Combined Return; and (iii) the respective liability of each of the parties with respect to the Taxes due in respect of such Combined Return shall be determined in accordance with Cal. Code Regs., tit. 18, § 25106.5. The amount of the respective liability of the Alpha Parties shall be Alpha Taxes and the amount of the respective liability of the Generico Parties shall be Generico Taxes.
Combined Tax Returns. Except in the case of any Competent Authority Proceeding (which shall be governed by Section 10.02(c)) or any Traceable Tax Contests (which shall be governed by Section 10.02(d)):
Combined Tax Returns. Ventas shall prepare and file (or cause to be prepared and filed) all Combined Tax Returns and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that SpinCo shall reimburse Ventas for any such Taxes that are SpinCo Taxes.
Combined Tax Returns. (i) ADS shall prepare and file, or cause to be prepared and filed, Combined Tax Returns for which a member of a Combined Group is required or, as provided in Section 4(f)(iii), elects to file a Combined Tax Return. Each member of any such Combined Group shall execute and file such consents, elections and other documents as may be required, appropriate or otherwise requested by ADS in connection with the filing of such Combined Tax Returns.
Combined Tax Returns. Except in the case of any Traceable Tax Contests (which shall be governed by Section 10.02(c)), in the case of any Tax Contest with respect to any Combined Return, Parent shall have exclusive control over such Tax Contest, including exclusive authority with respect to any settlement of such Tax Contest, subject to Section 10.02(d) and Section 10.02(f).
Combined Tax Returns. From and after the Distribution Date, if Sabra and SpinCo shall be required to file a combined Tax Return in California (a “Combined Return”), (i) Sabra shall prepare and timely file or cause to be prepared and timely filed such Combined Return; (ii) Sabra shall timely remit or cause to be timely remitted any Taxes due in respect of such Combined Return; and (iii) the respective liability of each of the parties with respect to the Taxes due in respect of such Combined Return shall be determined in accordance with Cal. Code Regs., tit. 18, § 25106.5. In the event that any other jurisdiction imposes a combined Tax Return requirement for any period or portion thereof after the Separation, the parties hereto shall cooperate in good faith with respect to such filing. Sabra and SpinCo shall cooperate in good faith to apportion the costs of preparing such combined Tax Returns (including a Combined Return) between Sabra on the one hand and SpinCo on the other hand; provided that if Sabra and SpinCo are unable to agree on an apportionment of such costs, such costs shall be paid one-half by Sabra and one-half by SpinCo.
Combined Tax Returns. EMC shall pay (or cause to be paid) to the proper Tax Authority the Tax shown as due on any Tax Return for which a member of the EMC Group is responsible for under Section 3.
Combined Tax Returns. LivaNova (or its subsidiaries) shall, at their sole cost and expense, prepare and timely file (or cause to be prepared and timely filed) all combined, consolidated or unitary Tax Returns for all Tax periods ending on or before the Applicable Closing Date that include, on the one hand, a Transferred Subsidiary and, on the other hand, LivaNova or any of its affiliates other than a Transferred Subsidiary, a “Combined Tax Return”). At least fifteen (15) calendar days prior to filing any such Combined Tax Return, and to the extent any such Combined Tax Return relates to any Transferred Subsidiary, the Transferred Assets, or the Business, LivaNova shall submit a copy of such Combined Tax Return (or relevant portions thereof) to Purchaser for Purchaser’s review and approval (provided that LivaNova may redact from such Tax Returns (or portions thereof) information to the extent such information is not primarily related to the Business or the Transferred Subsidiaries), and shall incorporate Purchaser’s reasonable comments submitted to LivaNova no less than five (5) Business Days prior to the due date of such Combined Tax Return. In the case of any Transferred Subsidiary included on any such Combined Tax Return, the income of any such Transferred Subsidiary shall be included on the Combined Tax Return filed by LivaNova pursuant to this Section 10.02(a) for all Tax periods (or portions thereof) through the Applicable Closing Date and LivaNova shall be responsible for all Taxes payable with respect to such Combined Tax Returns.
Combined Tax Returns. With respect to any Combined Tax Return that includes Tax Items of one or more Controlled Group Members that are allocable to any Post-Deconsolidation Period in accordance with the other provisions of this Agreement, the Income Taxes that are treated as imposed on or attributable to any such Controlled Group Members in the aggregate for purposes of this Agreement shall be deemed equal to the amount of Income Taxes that would result if all Controlled Group Members for whom a Deconsolidation Event has occurred and included in such Combined Tax Return had filed a consolidated, combined or unitary Tax Return based solely on their income, apportionment factors and other Tax Items included in such Combined Tax Return that are allocable to a Post-Deconsolidation Period in accordance with the other provisions of this Agreement.
