Closing of the Tax Year Sample Clauses

Closing of the Tax Year. The Tax year of the members of the Octel Group and the members of the Company Group shall, to the extent permitted by law or administrative practice, be treated as closing at the close of business on the Distribution Date. The parties agree that the Tax year of Octel America and Octel will close for Federal income tax purposes at that time, and further agree that one of the Tax Returns to be filed by the Company pursuant to Section 2.1 of this Agreement is the consolidated Federal income Tax Return of the Company Group for the tax year that begins January 1, 1998 and that will include Octel America and Octel for the period beginning on January 1, 1998 and ending at the close of business on the Distribution Date. The parties further agree that such short Tax year is a Period Before Distribution under this Agreement and that such Tax Return properly does, and will, include all transactions occurring through and including the Distribution Date, including the Reorganization Transactions.

Closing of the Tax Year. The parties acknowledge and agree that, as a consequence of the transactions contemplated hereby, (i) the taxable year of Techni-Core and MPC shall close for U.S. federal income tax purposes at the end of the day on the Closing Date, (ii) to the extent applicable Law in other taxing jurisdictions so permits, the taxable year of Techni-Core and MPC shall close at the end of the day on the Closing Date, and (iii) all federal, state, local and foreign Income Tax Returns of Techni-Core and MPC shall be filed on the foregoing basis.

Closing of the Tax Year. Notwithstanding anything to the contrary in this Agreement (including Section 6.15(d)), Parent shall cause the Company and its Subsidiaries to become members of the affiliated group filing a consolidated federal income Tax Return to which Parent is a member (the “Parent Group”), such that the taxable year of the Company shall terminate on the Closing Date for federal (and applicable state and local) income Tax purposes. With respect to any Parent Prepared Tax Returns, Parent and Representative, and their respective Affiliates shall, to the extent permitted by applicable Law, cause the Company and its Subsidiaries and the Parent Group, as applicable, to (i) allocate all items accruing on the Closing Date for federal income tax purposes to the taxable period of the Company and its Subsidiaries ending on the Closing Date pursuant to Treasury Regulations § 1.1502-76(b)(1) and (not pursuant to the ratable allocation method under Treasury Regulations §§ 1.1502-76(b)(2)(ii) or 1.1502-76(b)(2)(iii)), (ii) treat all deductions described in in the definition of Transaction Tax Deductions that accrue on or prior to the Closing Date as being deductible by the Company and its Subsidiaries in the taxable period of the Company and its Subsidiaries ending on the Closing Date and not to utilize the “next day rule” in Treasury Regulations §1.1502-76(b)(1)(ii)(B) (or any similar provision of state, local or foreign law), (iii) report all transactions not in the ordinary course of business (as reasonably determined by Parent and Representative) that occur on the Closing Date after the Closing as having occurred on the day following the Closing Date to the extent permitted by applicable Law, (iv) make the election to deduct 70% of any success-based fees incurred in connection with the transactions contemplated by this Agreement in accordance with Revenue Procedure 2011-29 on the Tax Return of the Company and its Subsidiaries (or the parent of the Parent Group) for the taxable period ending on the Closing Date.