Consistent Reporting. The Members are aware of the income tax consequences of the allocations made by this Section 7 and hereby agree to be bound by the provisions of this Section 7 in reporting their distributive shares of LLC income and loss for income tax purposes.
Consistent Reporting. Unless otherwise required (as determined by nationally recognized counsel selected by the Partnership and reasonably acceptable to the Protected Partner) by modifications to, or enactment, promulgation, or adoption of any changes in the Code, the Treasury Regulations thereunder, or the judicial and administrative interpretations thereof (to the extent such interpretations are binding on the Partnership), or the tax law of any state, local, or foreign jurisdiction, the Partnership and its affiliates shall not take any position on a tax return inconsistent with the position that the Contributor’s contribution of assets to the Partnership for Units qualifies in its entirety for nonrecognition of gain under Section 721 of the Code.
Consistent Reporting. With respect to any Tax Return for which Spinco is responsible pursuant to this Agreement, Spinco shall include such Tax Items in such Tax Return in a manner that is consistent with the inclusion of such Tax Items in any related Tax Return for which Harbor is responsible to the extent such Tax Items are allocated in accordance with this Agreement.
Consistent Reporting. Each Member is aware of the income tax consequences of the allocations made by this Agreement and of its duty under Section 6222 of the Code to treat each item of Company income, gain, loss, deduction or credit in a manner that is consistent with the treatment of such items on the Company’s tax return(s).
Consistent Reporting. Each Member shall, on the Member’s tax returns, treat each partnership item (as defined in I.R.C. Section 6231(a)(3)) in a manner consistent with the treatment of the item on the Company’s return in all respects, including the amount, timing, and character of the item. No Member shall file a request for an administrative adjustment of partnership items under I.R.C. Section 6227(a) if such request would cause the Member’s treatment of the item to be inconsistent with the treatment of the item on the Company’s return.
Consistent Reporting. Each party hereto agrees to reflect and report on all tax forms or tax returns to be filed with any federal, state or local government agency or taxing authority, the transactions contemplated and evidenced by this Agreement and the Ancillary Agreements and the agreements listed in Section 7.9 in a manner that to the greatest extent possible is consistent with the form of the transactions as evidenced by, and the terminology used in, this Agreement and the Ancillary Agreements and the agreements listed in Section 7.9.
Consistent Reporting. (a) With respect to all taxable periods ending on or prior to December 31, 2001, Penwest, each member of the Penwest Group and any future Affiliates thereof shall file federal income tax and state income tax Returns in a manner consistent with the Returns filed (or to be filed) in respect to Pre-Distribution Taxes and in a manner consistent with the form of the transactions contemplated by the Separation and Distribution Agreement (the "Form") including that the Distribution qualifies under Section 355 of the Code.
Consistent Reporting. (a) With respect to all taxable periods ending on or prior to December 31, 2005, Viasys, each member of the Viasys Group and any future Affiliates thereof shall file federal income tax and state income tax Returns in a manner consistent with the Returns filed (or to be filed) in respect of Pre-Distribution Taxes and in a manner consistent with the form of the transactions contemplated by the Distribution Agreement (the "Form"), including that the Distribution qualifies under Section 355 of the Code.
Consistent Reporting. Each party agrees to treat payment of the Investment Amount, the Annual Return Payment and the Termination Amount consistently for financial accounting purposes and tax reporting purposes. The parties shall reasonably coordinate and discuss proper treatment of such transactions. Investor (“Indemnitor”) agrees to indemnify, defend and hold Entrepreneur harmless from any tax liability, costs, expenses, liabilities, obligations, penalties, actions, judgments, suits, claims, and disbursements (including, without limitation, the reasonable fees and expenses of counsel for Entrepreneur in connection with any investigative, administrative or judicial proceeding) (collectively, “Losses”), which may be imposed on, incurred by, or asserted against Entrepreneur in any matter related to the tax treatment of the payment to Entrepreneur of the Investment Amount hereunder, including, without limitation, any and all liability for taxes, duties, levies (“Taxes”) on the Investment Amount as income to Entrepreneur and all Losses related to or arising from such Taxes. The parties acknowledge that the foregoing indemnification is limited exclusively to Losses that directly and solely relate to the Federal or state tax treatment of Entrepreneur’s receipt of the Investment Amount and for no other Losses experienced by Entrepreneur, whether pursuant to this Agreement or otherwise.
Consistent Reporting. (a) With respect to all taxable periods ending on or prior to December 31, 2005, Kadant, each member of the Kadant Group and any future Affiliates thereof shall file federal income tax and state income tax Returns in a manner consistent with the Returns filed (or to be filed) in respect of Pre- Distribution Taxes and in a manner consistent with the form of the transactions contemplated by the Distribution Agreement (the "Form"), including that the Distribution qualifies under Section 355 of the Code, unless the proposed change has no adverse impact on the Thermo Electron Group.
