and Reg. Sec. 1.704-1. “Nonrecourse liability” means any liability with respect to which no Member bears the risk of loss under Code Section 752. The following special allocations shall be made in the following order:
and Reg. (S)1.704-1(b)(1)(vi).
and Reg ss.1.1502-14 and any excess loss accounts taken into income under Reg. ss.1.1502-19) on the consolidated federal income Tax Returns of the Company for all periods through the Effective Time and pay any federal income Taxes attributable to such income. Each Target will furnish Tax information to the Company for inclusion in the Company's federal consolidated income Tax Return for the period which includes the Effective Time in accordance with such Target's past custom and practice. The Company will allow the Parent an opportunity to review and comment upon such Tax Returns (including any amended returns) to the extent that they relate to any Target. The Company will take no position on such returns that relate to any Target that would adversely affect such Target after the Effective Time. The income of each Target will be apportioned to the period up to and including the Effective Time and the period after the Effective Time by closing the books of such Target as of the Effective Time.
and Reg. Sec. 1.1502-14 and excess loss accounts taken into income under Reg. Sec. 1.1502-19 to be borne by MidCon and its Subsidiaries, with such amount to be determined by applying the provisions of the Tax Sharing Agreement.
and Reg. Section 1.1502-14 and any excess loss accounts taken into income under Reg. Section 1.1502-19) on American's consolidated federal income Tax returns and consolidated or combined state and local income Tax returns to the extent such income is properly includible thereon for all periods through the Tower Deconsolidation Date, and pay any income Taxes attributable to such income. American Tower shall reimburse American for any such federal, state and local income Taxes payable by the American Tax Group attributable to such income, as determined on a separate company basis; provided, however, that American Tower shall have no reimbursement obligation if American has no income Tax liability on a consolidated basis as a result of a net operating loss or to the extent that the income of the American Tower Group is offset by a net operating loss under the principles of clause 6.17
and Reg. (S)1.1502-14 and any excess loss accounts taken into income under Reg. (S)1.1502-19) on American's consolidated federal income Tax returns and consolidated or combined state and local income Tax returns to the extent such income is properly includible thereon for all periods through the Tower Deconsolidation Date, and pay any income Taxes attributable to such income. American Tower shall reimburse American for any such federal, state and local income Taxes payable by the American Tax Group attributable to such income, as determined on a separate company basis; provided, however, that American Tower shall have no reimbursement obligation if American has no income Tax liability on a consolidated basis as a result of a net operating loss or to the extent that the income of the Tower Subsidiaries is offset by a net operating loss under the principles of Section 4.2(d). The Tower Subsidiaries will furnish Tax information to American for inclusion in American's federal consolidated income Tax return for the period through the Tower Deconsolidation Date in accordance with American Tower's past custom and practice. The income of the Tower Subsidiaries will be apportioned to the period up to and including the Tower Deconsolidation Date and the period after the Tower Deconsolidation Date by closing the books of the Tower Subsidiaries as of the end of such date.
and Reg. 1502-14 and any excess loss accounts taken into income under Reg. 1.1502-19) on SELLER's consolidated federal, consolidated state income Tax Returns and required separate state income Tax Returns for all periods through the Effective Date and pay any income Taxes attributable to such income. The XxXxx Companies will furnish Tax information to SELLER for inclusion in SELLER's federal consolidated income Return for the period which includes the Effective Date in accordance with XxXxx'x past custom and practice. SELLER will allow PURCHASER an opportunity to review and comment upon any Returns (including any amended returns) to the extent that they relate to XxXxx XX. SELLER will take no position on such Returns that relate to XxXxx XX that would adversely affect in any material respect -82- XxXxx XX after December 31, 1996 unless such position is specifically disclosed to PURCHASER and PURCHASER consents in writing thereto.
and Reg. Section1.848-3 shall compute specified policy acquisition expenses without regard to the general deductions limitation of IRC Section848 (c)(1) for each taxable year commencing with the year ending on or after December 29, 1992. The parties will exchange information pertaining to the aggregate amount of net consideration as determined under Reg. Section1.848-2(f) and Section1.848-3, for all Reinsurance Agreements in force between them, to ensure consistency for purposes of computing specified policy acquisition expenses. MGLIC shall provide to the Life Company the amount of such net consideration for each taxable year no later than June 1 following the end of the year. The Life Company shall advise MGLIC within thirty (30) days of receipt of such information if it disagrees with the amounts provided. If the Life Company fails to notify MGLIC within the specified period, MGLIC shall assume that the Life Company agrees with the amounts provided by MGLIC. If the Parties should disagree as to the amount of the net considerations, the Parties agree to resolve any differences by basing the net consideration calculation on MGLIC's books and records. In addition, MGLIC agrees to allow the Life Company access to its books and records only as it pertains to this Reinsurance Agreement in order to confirm MGLIC's computations. The Life Company and MGLIC represent and warrant that they are subject to U.S. taxation under subchapter L of the IRC.
and Reg. Section 1.1377-1(b) to have the income, losses, deductions credits and other tax attributes allocated as if the corporation's tax year ending December 31, 2007 consisted of two tax years, one year ending on the Closing Date and the other year ending on December 31, 2007. Seller shall be responsible for payment of all taxes related to the Company's operations prior to the Closing Date, and the Company shall be responsible for the payment of all taxes related to the Company's operations on or after the Closing Date. Disclosure Letter. Notwithstanding anything otherwise contained in the Purchase Agreement, on or before the Closing Date, Seller shall provide to Buyer a Disclosure Letter (the "Disclosure Letter") which includes all information otherwise required to be included in a "Schedule" to the Purchase Agreement, including: Schedule 1.2.m. (Company Contracts); Schedule 1.2.t. (Excluded Assets); Schedule 1.2.v. (Fixed Assets); Schedule 0.0.xx. (Proprietary Rights); Schedule 4.4. (Employees and Compensation); Schedule 6.1.f. (Permitted Liens); Schedule 6.1.j. (Litigation); Schedule 6.1.m. (Service Warranties); Schedule 6.1.p. (Insurance); Schedule 6.1.q. (Major Customers and Suppliers); Schedule 6.1.r. (Affiliated Transactions); Schedule 6.1.s. (Employee Benefit Plans); Schedule 7.1.g. (Financial Statements); Schedule 8.1.n. (Judgments) (collectively, the "Schedules"). The information in the Schedules shall be acceptable to Buyer.
and Reg. Section 1.1502-14 and the excess loss accounts taken into income under Reg. Section 1.1502-19) on each such Parent's consolidated federal income Tax Returns for all periods through the CLOSING DATE and pay any federal income Taxes attributable to such income. Each Member will furnish Tax information to its respective Parent for inclusion in such Parent's federal consolidated income Tax Return for the period which includes the CLOSING DATE. Each Parent will allow UbiquiTel Parent an opportunity to review and comment upon such Tax Returns (including any amended returns) to the extent that they relate to a Member. Parent will take no position on such returns that relate to a Member that would adversely affect the Member after the CLOSING DATE unless such position would be reasonable in the case of a Person that owned the Member both before and after the CLOSING DATE. The income of each Member will be apportioned to the period up to and including the CLOSING DATE and the period after the CLOSING DATE, by closing the books of the Member as of the close of business on the CLOSING DATE.
