Combined or Consolidated Returns Sample Clauses

Combined or Consolidated Returns. If either Member is required to include the income, receipts or related items of the Company in a combined or consolidated return filed by such Member (the “Including Member”), the Including Member shall pay the tax due in connection with such combined or consolidated return; and the Company shall promptly pay the Including Member the amount of tax that the Company would have been required to pay if the Company had filed a hypothetical “standalone” return for such period. Tax administration and controversy matters with respect to any such taxes shall be handled by the tax matters partner. The tax matters partner shall keep the other Member reasonably informed of developments, shall promptly deliver copies of any written communications with the tax authorities related to such issue, and shall provide the other Member with a reasonable opportunity to comment on any communication to the tax authorities related to such issue, taking into account any reasonable comments of such other Member.
Sample 1
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Combined or Consolidated Returns. If either Member that is required to include the income, receipts or related items of the Company in a combined or consolidated return filed by such Member (the “Including Member”), the Including Member shall pay the tax due in connection with such combined or consolidated return, then (a) the Company shall promptly pay the Including Member the amount of tax that the Company would have been required to pay if the Company had filed a hypothetical “standalone” return for such period; and (b) the Including Member will indemnify and hold harmless the Company and the other Member against any liability for tax of its combined or consolidated group in excess of the amounts in clause (a), including any liabilities relating to other parties joining in the combined or consolidated return. Tax administration and controversy matters with respect to any such taxes shall be handled by the Company Representative.
Sample 1
Combined or Consolidated Returns. If Texas law requires a Member to include the income, receipts or related items of the Company in a Texas franchise tax combined group report or consolidated return filed by such Member (the “Including Member”), then the Including Member shall pay the Texas franchise tax due in connection with such combined group report or consolidated return and the Company shall promptly reimburse the Including Member the amount of such franchise tax (net of the federal income tax deduction obtained by the Including Member resulting from payment of such Texas franchise tax on behalf of the Company) that the Company would have been required to pay if the Company had filed a hypothetical “standalone” franchise tax report for such period (rather than as a member of the combined group). In accordance with Section 8.4, tax administration and controversy matters with respect to any such taxes shall be handled by the Tax Matters Partner, and the Tax Matters Partner shall keep the other Members reasonably informed of developments, shall promptly deliver copies of any written communications with the tax authorities related to such issue, and shall provide the other Members with a reasonable opportunity to comment on any communication to the tax authorities related to such issue, taking into account any reasonable comments of such other Members.
Sample 1

Related to Combined or Consolidated Returns

  • 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.

  • Consolidated or Combined Tax Returns SpinCo shall elect and join, and shall cause its respective Affiliates to elect and join, in filing any Joint Returns that ParentCo determines are required to be filed, or that ParentCo elects to file, pursuant to Section 3.1(a).

  • Consolidated Group Seller (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (B) has no liability for Taxes of any person (other than Seller and its Subsidiaries) under Treas. Reg. sect. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and all Indebtedness of the Borrower and its Subsidiaries, whether or not so classified.

  • Consolidated Total Assets All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

  • Consolidated Interest Expense With respect to any period, without duplication, (a) total Interest Expense of REIT and its Subsidiaries determined on a Consolidated basis in accordance with GAAP for such period, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

  • 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.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

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