Filing of Consolidated Returns and Payment of Consolidated Tax Sample Clauses

Filing of Consolidated Returns and Payment of Consolidated Tax. Liability. For all taxable years in which Viacom files consolidated --------- federal income tax returns and is entitled to include the SEGI Consolidated Group in such returns under Sections 1501-1504, or successor provisions, of the Code, Viacom shall include the SEGI Consolidated Group in the consolidated federal income tax returns it files as the common parent corporation of the Combined Consolidated Group. Viacom, SEGI, and the other members of the Combined Consolidated Group shall file any and all consents, elections or other documents and take any other actions necessary or appropriate to effect the filing of such federal income tax returns. For all taxable years in which the SEGI Consolidated Group is included in the Combined Consolidated Group, Viacom shall pay the entire federal income tax liability of the Combined Consolidated Group and shall indemnify and hold harmless SEGI against any such liability; provided, however, that SEGI -------- ------- shall make payments to Viacom or receive payments from Viacom as provided in this Agreement in settlement of the SEGI Consolidated Group's share of the entire federal income tax liability of the Combined Consolidated Group.
Sample 1
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Filing of Consolidated Returns and Payment of Consolidated Tax. Liability. --------- For all taxable years in which Viacom files consolidated federal income tax returns (any such return of the Viacom Consolidated Group for any taxable year, a "Viacom Consolidated Return") and is entitled to include the Blockbuster Consolidated Group in such returns under Sections 1501-1504, or successor provisions, of the Code, Viacom shall include the Blockbuster Consolidated Group in the consolidated federal income tax returns it files as the common parent corporation of the Viacom Consolidated Group. Viacom, Blockbuster, and the other members of the Viacom Consolidated Group shall file any and all consents, elections or other documents and take any other actions necessary or appropriate to effect the filing of such federal income tax returns. For all taxable years in which the Blockbuster Consolidated Group is included in the Viacom Consolidated Group, Viacom shall pay the entire federal income tax liability of the Viacom Consolidated Group and shall indemnify and hold harmless Blockbuster against any such liability; provided, however, that -------- ------- Blockbuster shall make payments to Viacom or receive payments from Viacom as provided in the Agreement in settlement of the Blockbuster Consolidated Group's share of the entire federal income tax liability of the Viacom Consolidated Group for any taxable year (which term shall throughout the Agreement include any short taxable year) beginning on or after the IPO Date during which the Blockbuster Consolidated Group is included in the Viacom Consolidated Group (any such taxable year, an "Agreement Year" and any taxable year ending on or before the IPO Date, a "pre-Agreement Year"). For purposes of this Agreement, the Blockbuster Consolidated Group shall be deemed to have a taxable year beginning on January 1, 1999 and ending on the IPO Date (which year shall be treated as a pre-Agreement Year), and the Blockbuster Consolidated Group shall be deemed to have a taxable year beginning on the day after the IPO Date and ending on December 31, 1999 (or, if earlier, the date on which the Blockbuster Consolidated Group's actual taxable year beginning January 1, 1999 ends) which year shall be treated as an Agreement Year.
Sample 1

Related to Filing of Consolidated Returns and Payment of Consolidated Tax

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

  • Tax Returns and Payment Each of the Partnership Entities has filed all foreign, federal, state and local tax returns that are required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect.

  • Tax Returns and Payments Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised:

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • Tax Returns and Taxes Each Obligor has filed all material Tax returns and Tax reports required by law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with generally accepted accounting principles shall have been set aside on its books.

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Tax Returns and Payments; Pension Contributions Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower and such Subsidiaries, in all jurisdictions in which Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance with the following sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Collateral Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.” Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’, prior tax years which could result in additional taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other Governmental Authority.

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