Amended Returns; Carrybacks Sample Clauses

Amended Returns; Carrybacks. (a) Except as required by Law, without the prior written consent of Spinco or one of its Affiliates, SEACOR may not amend any SEACOR Consolidated Return with respect to any Pre-Closing Period to the extent such amendment materially adversely affects the Tax liability of Spinco or any of its Affiliates.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Amended Returns; Carrybacks. (a) Except as required by Law, SEACOR may not amend any SEACOR Consolidated Return with respect to any Pre-Closing Period (i) to the extent such amendment adversely affects the Tax liability of Spinco or any of its Affiliates without the prior written consent of Spinco or one of its Affiliates (which consent shall not be unreasonably withheld, conditioned or delayed to the extent such amendment would not materially adversely affect the Tax liability of Spinco or any of its Affiliates) and (ii) with respect to all other such amendments, unless SEACOR provides Spinco with an opportunity to review and comment on such amended SEACOR Consolidated Return prior to filing (and SEACOR shall consider any such comment in good faith but shall not be obligated to accept any such comment).
Sample 1Sample 2Sample 3
Amended Returns; Carrybacks. (a) Except as required by law, without the prior written consent of JAX or one of its Affiliates, FNF may not amend any FNF Consolidated Return with respect to any Pre-Closing Period to the extent such amendment materially adversely affects the Tax liability of JAX or any of its Affiliates.
Sample 1Sample 2
Amended Returns; Carrybacks. Except as required by applicable law, without the prior written consent of Forest, neither Lone Pine nor any member of the Lone Pine Group will file any amended Tax Return with respect to any Pre-Distribution Taxable Period of Lone Pine. Except as required by applicable law, without the prior written consent of Lone Pine or any member of the Lone Pine Group, Forest may not amend any Tax Return with respect to any Pre-Distribution Taxable Period to the extent such amendment will materially increase the Tax Liability of Lone Pine or any member of the Lone Pine Group with respect to any Pre-Distribution Taxable Period.
Sample 1Sample 2
Amended Returns; Carrybacks. Except as required by applicable law, without the prior written consent of Parent, neither Enova nor any member of the Enova Tax Group will file any amended Tax Return with respect to any Pre-Deconsolidation Taxable Period of Enova. Enova and each member of the Enova Tax Group agree to make any applicable election under Section 172(b)(3) of the Code (and under any similar provision of state income Tax Law) to forego the carryback of any Tax attribute of Enova or any member of the Enova Tax Group if such election is available under applicable Tax Law. Except as required by applicable law, without the prior written consent of Enova or any member of the Enova Tax Group, Parent may not amend any Tax Return with respect to any Pre-Deconsolidation Taxable Period to the extent such amendment will increase the Tax Liability of Enova or any member of the Enova Tax Group with respect to any Pre-Deconsolidation Taxable Period.
Sample 1
Amended Returns; Carrybacks. (a) Except as required by law, without the prior written consent of Forest, neither Spinco nor any of its Affiliates shall file any amended Tax Return with respect to any Pre-Distribution Taxable Period of Spinco. Except as required by law, without the prior written consent of Spinco or one of its Affiliates, Forest may not amend any Tax Return with respect to any Pre-Distribution Taxable Period to the extent such amendment materially adversely affects the Tax Liability of Spinco, Mariner or any of their Affiliates.
Sample 1
Amended Returns; Carrybacks. (a) Except as required by applicable Law, without the prior written consent of AXA IM France, Holdings shall not amend or cause to be amended any AXA IM US Tax Return with respect to any Pre-Closing Tax Period to the extent such amendment would reasonably be expected to affect adversely the Tax liability of AXA IM France, provided that such consent shall not be required if Holdings agrees to indemnify AXA IM France for any liabilities for Taxes resulting from such amendment. If AXA IM France requests that Holdings amend any AXA IM US Tax Return with respect to any Pre-Closing Tax Period, Holdings shall promptly make such amendment, at the expense of AXA IM France, unless (i) such amendment is not permitted by applicable Law, (ii) such amendment would result in a carryback of a federal income Tax Item as described in Section 2.06(b) (in which case such amendment shall be subject to Section 2.06(b)), or (iii) such amendment would reasonably be expected to affect adversely the Tax liability of AXA IM US.
Sample 1
AutoNDA by SimpleDocs
Amended Returns; Carrybacks. (a) Except as required by Law, without the prior written consent of RAC Parent or one of its Affiliates, HERC Parent may not amend or cause to be amended any HERC Parent Consolidated Return with respect to any Pre-Closing Period to the extent such amendment would reasonably be expected adversely to affect the Tax liability of any member of the RAC Parent Group, provided that such consent shall not be required if HERC Parent agrees to indemnify RAC Parent for any liabilities for Taxes resulting from such amendment. If RAC Parent requests that HERC Parent amend any HERC Parent Consolidated Return with respect to any Pre-Closing Period, HERC Parent shall promptly make such amendment unless (i) such amendment is not permitted by applicable Law, (ii) such amendment would result in a carryback of a federal income Tax Item as described in Section 2.07(b) (in which case such amendment shall be subject to Section 2.07(b)), or (iii) such amendment would reasonably be expected adversely to affect the Tax liability of any member of the HERC Parent Group, provided that HERC Parent shall make an amendment described in clause (iii) if RAC Parent agrees to indemnify HERC Parent for any liabilities for Taxes resulting from such amendment.
Sample 1
Amended Returns; Carrybacks. To the extent such action could result in an indemnity payment pursuant to Section 9.2(a), unless required by Law to do so:
Sample 1

Related to Amended Returns; Carrybacks

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

  • Carrybacks (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws).

  • Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Allocation of Straddle Period Taxes In the case of any Straddle Period:

  • Tax Returns and Elections The Company shall cause to be prepared and timely filed all federal, state and local income tax returns or other returns or statements required by applicable law. As soon as reasonably practicable after the end of each fiscal year of the Company, the Company shall cause to be prepared and delivered to the Member all information with respect to the Company necessary for the Member’s federal and state income tax returns.

  • Tax Returns, Payments and Elections The Company has filed all tax returns and reports (including information returns and reports) as required by law. These returns and reports are true and correct in all material respects except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions and except to the extent that a reserve has been reflected on the Financial Statements in accordance with generally accepted accounting principles. The provision for taxes of the Company as shown in the Financial Statements is adequate for taxes due or accrued as of the date thereof. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended (the “Code”), to be treated as a Subchapter S corporation or a collapsible corporation pursuant to Section 1362(a) or Section 341(f) of the Code, nor has it made any other elections pursuant to the Code (other than elections that relate solely to methods of accounting, depreciation or amortization) that would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or any of its properties or material assets. The Company has never had any tax deficiency proposed or assessed against it and has not executed any waiver of any statute of limitations on the assessment or collection of any tax or governmental charge. None of the Company’s federal income tax returns and none of its state income or franchise tax or sales or use tax returns have ever been audited by governmental authorities. Since the Financial Statement Date, the Company has not incurred any taxes, assessments or governmental charges other than in the ordinary course of business and the Company has made adequate provisions on its books of account for all taxes, assessments and governmental charges with respect to its business, properties and operations for such period. The Company has withheld or collected from each payment made to each of its employees, the amount of all taxes (including, but not limited to, federal income taxes, Federal Insurance Contribution Act taxes and Federal Unemployment Tax Act taxes) required to be withheld or collected therefrom, and has paid the same to the proper tax receiving officers or authorized depositories.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!