Consistent Return Sample Clauses

Consistent Return. Any proposed Tax Return delivered to the Members pursuant to Section 7.6(c)(i) as to which the Tax Matters Partner has given notice as described in Section 7.6(c)(ii) will be deemed to constitute a Tax Return that is a Non-Conforming Return for purposes of this Agreement. Any other proposed Tax Return delivered to the Members pursuant to Section 7.6(c)(i) will be deemed to constitute a Consistent Return or an Excepted Non-Conforming Return for purposes of this Agreement unless, within thirty (30) days of receipt of the proposed Tax Return pursuant to Section 7.6(c)(i), a Class B Member provides written notice to the Tax Matters Partner and the Managing Member that it disagrees that the proposed Tax Return is a Consistent Return or Excepted Non-Conforming Return, in which event, such dispute will be resolved in accordance with Section 13.11. If the Independent Accounting Firm determines pursuant to Section 13.11 that the proposed Tax Return does constitute either a Consistent Return or an Excepted Non-Conforming Return, then such Tax Return shall be deemed to constitute a Consistent Return or Excepted Non-Conforming Return for purposes of this Agreement. If the Independent Accounting Firm determines pursuant to Section 13.11 that the proposed Tax Return does not constitute either a Consistent Return or an Excepted Non-Conforming Return, then such proposed Tax Return shall be deemed as a Non-Conforming Return for purposes of this Agreement; provided, however, that, if the Tax Return actually filed by the Tax Matters Partner and the Accounting Firm (or any replacement Accounting Firm) constitutes a Consistent Return or an Excepted Non-Conforming Return in accordance with the Independent Accounting Firm’s determination pursuant to Section 13.11, then such Tax Return as so filed shall be deemed a Consistent Return or an Excepted Non-Conforming Return for purposes of this Agreement.
Sample 1
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Related to Consistent Return

  • 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.

  • 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.

  • Product Returns Client will have the responsibility for handling customer returns of the Products. Patheon will give Client any assistance that Client may reasonably require to handle the returns.

  • CONSISTENT CHANGES The Existing Loan Documents are hereby amended wherever necessary to reflect the changes described above.

  • Preparation of Returns The Managing Member shall cause to be prepared all federal, state and local tax returns of the Company for each year for which such returns are required to be filed and shall cause such returns to be timely filed. The Managing Member shall determine the appropriate treatment of each item of income, gain, loss, deduction and credit of the Company and the accounting methods and conventions under the tax laws of the United States of America, the several states and other relevant jurisdictions as to the treatment of any such item or any other method or procedure related to the preparation of such tax returns. Except as specifically provided otherwise in this Agreement, the Managing Member may cause the Company to make or refrain from making any and all elections permitted by such tax laws. As promptly as practicable after the end of each Fiscal Year, the Managing Member shall cause the Company to provide to each Member a Schedule K-1 for such Fiscal Year. Additionally, the Managing Member shall cause the Company to provide to each Member, to the extent commercially reasonable and available to the Company without undue cost, any information reasonably required by the Member to prepare, or in connection with an audit of, such Member’s income tax returns.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof 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.

  • 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.

  • Consistent Treatment Unless and until there has been a Final Determination to the contrary, each Party agrees not to take any position on any Tax Return, in connection with any Tax Contest or otherwise that is inconsistent with (i) the treatment of payments between the Parent Group and the SpinCo Group as set forth in Section 5.4, (ii) the Tax Materials or (iii) the Intended Tax Treatment.

  • Final Returns When no amounts are or thereafter may become payable by the Pledgor with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any.

  • Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."

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