Combined or Consolidated Returns Sample Clauses

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.

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.