Consistent Positions on Tax Returns Sample Clauses

Consistent Positions on Tax Returns. The Responsible Party shall prepare all Tax Returns (a) for all Pre-Distribution Tax Periods and Straddle Periods in a manner consistent with past Tax Practices and (b) in a manner consistent with the Xxxxxx Opinion, except in either case as otherwise required by changes in applicable law or material underlying facts or as consented by the parties hereto in writing, which consent shall not be unreasonably withheld.
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Consistent Positions on Tax Returns. AMO shall (a) prepare all Tax Returns for Pre-Existing AMO Members filed pursuant to this Agreement for all Taxable Years ended on or before December 31, 2004, in a manner consistent with past Tax Practices, and (b) prepare all Tax Returns filed pursuant to this Agreement in a manner consistent with the IRS Ruling and the Ruling Request, except in either (a) or (b) as otherwise required by changes in applicable law or material underlying facts, as the parties hereto shall otherwise consent in writing, which consent shall not be unreasonably withheld, or as required by a Final Determination.
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Consistent Positions on Tax Returns. The Company (or Hi/fn, as the case may be) shall prepare all Tax Returns filed pursuant to Section 2(a) for all Taxable Years ended on or before December 31, 1998 in a manner consistent with past Tax Practices except as otherwise required by changes in applicable law or material underlying facts.
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Consistent Positions on Tax Returns. Hilton (or Park Place, as the case may be) shall (i) prepare all Tax Returns filed pursuant to this Agreement for all Taxable Years ended on or before December 31, 1999 in a manner consistent with past Tax Practices, and (ii) prepare all Tax Returns filed pursuant to this Agreement in a manner consistent with the IRS Ruling and the Ruling Request, except in either (i) or (ii) as otherwise required by changes in applicable law or material underlying facts or as the parties hereto shall otherwise consent in writing, which consent shall not be unreasonably withheld.
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Consistent Positions on Tax Returns. Parent (or Subsidiary, as the case may be) shall prepare all Tax Returns filed pursuant to Section 10.02 for all Pre-Distribution Taxable Periods and Straddle Periods, in a manner consistent with past Tax Practices, except as otherwise required by changes in applicable law or material underlying facts or as the parties hereto shall otherwise agree in writing.
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Consistent Positions on Tax Returns. Hilton (or Gaming Co., as the case may be) shall (i) prepare all Tax Returns filed pursuant to this Agreement for all Taxable Years ended on or before December 31, 1999 in a manner consistent with past Tax Practices, and (ii) prepare all Tax Returns filed pursuant to this Agreement in a manner consistent with the IRS Ruling and the Ruling Request, except in either (i) or (ii) as otherwise required by changes in applicable law or material underlying facts or as the parties hereto shall otherwise consent in writing, which consent shall not be unreasonably withheld.
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Related to Consistent Positions on Tax Returns

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Cooperation on Tax Matters Buyer, Seller and IHC shall cooperate fully, and Seller, IHC or Buyer, as the case may be, shall cause the Company and its Subsidiaries to cooperate fully, as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns pursuant to this Agreement and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other party's request) the provision of records and information which are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Buyer, Seller and IHC agree, and Seller, IHC or Buyer, as the case may be, shall cause the Company and its Subsidiaries, (A) to retain all books and records with respect to Tax matters pertinent to each of the Company and its Subsidiaries relating to any Taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer, any extensions thereof) of the respective Taxable periods, and to abide by all record retention agreements entered into with any Taxing authority, (B) to deliver or make available to Buyer, within sixty (60) days after the Closing Date, copies of all such books and records, and (C) to give the other party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other party so requests, the Company and its Subsidiaries, Seller or IHC, as the case may be, shall allow the other party to take possession of such books and records. Buyer, Seller and IHC further agree, upon request, to use their best efforts to obtain any certificate or other document from any governmental authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

  • Income Tax Matters (i) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of Participant, are withheld or collected from Participant.

  • Income Tax Elections In the event of a distribution of property made in the manner provided under Section 734 of the Code, or in the event of a transfer of any Partnership Interest permitted by this Agreement made in the manner provided in Section 743 of the Code, the General Partner, on behalf of the Partnership, may, but shall not be required to, file an election under Section 754 of the Code in accordance with the procedures set forth in the applicable regulations promulgated thereunder.

  • Certain Tax Elections The Company shall not file any election pursuant to Regulations Section 301.7701-3(c) to be treated as an entity other than a partnership. The Company shall not elect, pursuant to Code Section 761(a), to be excluded from the provisions of subchapter K of the Code.

  • Consistent Tax Reporting The Members acknowledge and are aware of the income tax consequences of the allocations made by this Article 6 and hereby agree to be bound by the provisions of this Article 6 in reporting their shares of Net Income, Net Loss and other items of income, gain, loss, deduction and credit for federal, state and local income tax purposes.

  • Tax Characterization and Returns Until such time as the Company shall have more than one member, it is the intention of the Member that the Company be disregarded for federal and all relevant state tax purposes and that the activities of the Company be deemed to be activities of the Member for such purposes. All provisions of the Company’s Certificate of Formation and this Agreement are to be construed so as to preserve that tax status. The Member is hereby authorized to file any necessary elections with any tax authorities and shall be required to file any necessary tax returns on behalf of the Company with any such tax authorities.

  • Certain Tax Matters The undersigned expressly acknowledges the following:

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