Carryback of Tax Attributes. (i) To the extent permitted by Applicable Tax Law, Acquiror shall cause the SpinCo Group to elect to forego carrybacks of any Tax Attributes of the SpinCo Group to a Pre-Distribution Period.
Carryback of Tax Attributes. For purposes of this Agreement: the term "Tax Attribute" shall mean any net operating loss, capital loss, or tax credit allowed by the Internal Revenue Code of 1986 or any successor thereto and the regulations promulgated thereunder (the "Code") or equivalent state statute or local ordinance; and the term "Tax Benefit" shall mean the amount of the decrease in Taxes resulting from any increase or decrease in any item including, but not limited to, any item of income or deduction, gain or loss, or tax credit. If any member of the SLH Group shall have a Tax Attribute that can only be utilized on a consolidated, combined, or unitary Tax Return filed by Seafield for a fiscal year beginning before the Distribution Date, then Seafield shall promptly upon SLH's request (and upon SLH furnishing to Seafield all information relevant to such Tax Attribute) file an amended Tax Return for such fiscal year reporting such Tax Attribute and shall pay to such member of the SLH Group the Tax Benefit attributable to such Tax Attribute, all in accordance with the provisions of the Prior Tax Agreement; provided, Seafield may withhold from such payment and retain for itself a reasonable fee to compensate it for the effort and expense incurred by it in filing such amended Tax Return. If any member of the SLH Group shall have a Tax Attribute that can be utilized either on a consolidated, combined, or unitary Tax Return filed by Seafield for a fiscal year beginning before the Distribution Date or on a Tax Return for a fiscal year beginning on or after the Distribution Date, then such Tax Attribute may be carried back to the earlier fiscal period's Tax Return (in accordance with the procedures de- scribed in the preceding sentence) if Seafield and SLH mutually so agree, and if not then the SLH Group member may utilize the Tax Attribute only on the later fiscal period's Tax Return.
Carryback of Tax Attributes. (i) To the extent permitted by Applicable Tax Law, RMT Parent shall cause the Spinco Group to elect to forego carrybacks of any Tax Attributes of the Spinco Group to a Pre-Distribution Period.
Carryback of Tax Attributes. To the extent that AOL Time Warner elects to carryback a net operating loss, net capital loss, excess tax credits or any other tax attribute of the TWC Consolidated Group or the Parent Group in any Agreement Year to an AOL Time Warner Consolidated Return for any earlier Agreement Year, an adjustment shall be made to the corresponding Pro Forma TWC Return or Pro Forma Parent Return, as applicable, to reflect the utilization of such carryback, and all calculations of payments made pursuant to Sections 4 and 5 of this Agreement shall be recomputed to reflect the effect of such carryback on the relevant Pro Forma TWC Return or Pro Forma Parent Return. Within 30 days after the date on which the AOL Time Warner Consolidated Return reflecting utilization of such attribute is filed, TWC or AOL Time Warner, as appropriate, shall make additional payments to the other party reflecting the recomputation described in the preceding sentence.
Carryback of Tax Attributes. With prior written consent of Seller, which consent shall not be unreasonably withheld by the Seller, none of Buyers, their Affiliates or Company shall carry back any net operating loss or other Tax attribute or item from a taxable year or taxable period commencing after the date hereof to a taxable year or taxable period ending on or before the date hereof in which Seller, its Affiliates or the Company has reported any taxable income or other tax attribute against which any such carry-back item can be utilized, unless such prior returns contained material errors and/or omissions.
Carryback of Tax Attributes. Unless Sellers otherwise agree in writing, Buyer shall cause the Target Entities to elect under Section 172(b)(3) of the Code (and similar provisions of state, local and foreign Tax law) to relinquish the entire carryback period with respect to any net operating losses or other tax attributes arising in periods after the Closing Date that could be carried back to a periods prior to the Closing Date.
Carryback of Tax Attributes. To the extent that Parent elects to carryback a net operating loss, net capital loss, excess tax credits or any other tax attribute of the Subsidiary Consolidated Group or the Parent Group in any Agreement Year to a Parent Consolidated Return for any earlier Agreement Year, an adjustment shall be made to the corresponding Pro Forma Subsidiary Return or Pro Forma Parent Return, as applicable, to reflect the utilization of such carryback, and all calculations of payments made pursuant to Sections 4 and 5 of this Agreement shall be recomputed to reflect the effect of such carryback on the relevant Pro Forma Subsidiary Return or Pro Forma Parent Return. Within 30 days after the date on which the Parent Consolidated Return reflecting utilization of such attribute is filed, Subsidiary or Parent, as appropriate, shall make additional payments to the other party reflecting the recomputation described in the preceding sentence.
Carryback of Tax Attributes. |HiddenPara| . Without prior written consent of Seller, which consent shall be in the sole and absolute discretion of Seller, neither Buyer, its Affiliates nor Company shall carry back any net operating loss or other Tax attribute or item from a taxable year or taxable period commencing after the date hereof to a taxable year or taxable period ending on or before the date hereof in which Seller, its Affiliates or the Company has reported any taxable income or other tax attribute against which any such carry-back item can be utilized.
Carryback of Tax Attributes. Purchaser agrees that it will (and will cause the Companies to) make a timely election under applicable state Legal Requirements to relinquish, with respect to all consolidated net operating losses attributable to the Companies, the portion of the carryback period for which the Companies were a member of an Affiliated Group, other than the Affiliated Group of which Purchaser is the common parent. Purchaser shall not elect under any applicable state Legal Requirement to carry back any item of loss, deduction or credit of Purchaser, the Companies or any of their Affiliates that arises in any Tax Period or portion thereof after the Closing Date into any Tax period or portion thereof ending on or before the Closing Date.
Carryback of Tax Attributes. (i) To the extent permitted by Applicable Tax Law, Parent shall cause the SpinCo Group and each Direct Sale Transferred Subsidiary to elect to forego carrybacks of any Tax Attributes of the SpinCo Group or such Direct Sale Transferred Subsidiary to a Pre-Distribution Period. 23 (ii) If Parent is unable to forego carrybacks of any Tax Attributes of the SpinCo Group or a Direct Sale Transferred Subsidiary to a Pre-Distribution Period, the Company Group shall, at the request of Parent and at Parent’s sole expense, file any amended Tax Returns reflecting such carryback (unless such filing, assuming it is accepted, could reasonably be expected to increase the Tax liability of the Company or any of its Affiliates for any Taxable period). If the Company Group (or any member thereof) receives a Tax Refund as a result of such a carryback (or otherwise realizes a reduction in cash Taxes actually payable, determined on a “with and without” basis), the Company shall remit the amount of such Tax Refund (or an amount equal to any such other reduction in cash Taxes) to Parent in accordance with Section 9(b). (c)
