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Consolidated and Combined Returns Sample Clauses

Consolidated and Combined Returns. Archon has never been included in any consolidated tax return for United states federal income tax purposes. Archon has never been included in any combined report for California or other state corporate franchise or income tax purposes, nor has Archon ever filed a separate return for California or other state corporate franchise or income tax purposes on which it treated itself as or reported that it was a member of a unitary group for purposes of the California or other state corporate franchise or income tax. Archon is not and has never been a party to any tax sharing agreement.
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Consolidated and Combined Returns. (a) Subsidiary hereby agrees to join and to cause the other members of the Subsidiary Group to join in the Consolidated Returns to be filed by the Affiliated Group, for all taxable periods for which Subsidiary is requested from time to time by Parent to join, and to take no action inconsistent therewith. (b) Subsidiary hereby agrees to join and to cause the other members of the Subsidiary Group to join in any state, city, or local combined or similar income or franchise tax return (the "Combined Returns") to be filed by any group of corporations of which Parent is or shall become a member (the "Combined Group") for all taxable periods for which it is so requested from time to time by Parent, and to take no action inconsistent therewith. (c) Subsidiary will not elect to file and will cause the other members of the Subsidiary Group to not elect to file a separate federal income tax return for any period described in Section 1(a) above or to file a separate state, city, or local income tax or franchise tax return for any taxable period described in Section 1(b) above.
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Consolidated and Combined Returns. (a) Computation and Payment of Tax Due. At least ten business days prior to any Payment Date for a Consolidated or Combined Return, Holdings shall compute the amount of Tax required to be paid to the relevant Tax Authority with respect to such Tax Return on such Payment Date and shall notify TODCO in writing of (x) the amount of Tax required to be paid on such Payment Date, and (y) the amount, if any, of such Tax which is allocable to TODCO under Sections 2.1(a), 2.2(a) and 2.3(a). Holdings will pay, or shall cause one or more of its Subsidiaries (other than members of the TODCO Tax Group) to pay, the amount described in clause (x) of the immediately preceding sentence to the relevant Tax Authority on or before such Payment Date.
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Consolidated and Combined Returns. The Sellers shall cause to be included in (a) the consolidated federal income Tax Returns of the affiliated group of corporations of which each Seller is a member and, (b) in all state, local and foreign consolidated, combined or unitary income Tax Returns in which either Company or any of its subsidiaries either (x) was included for the most recent Tax year for which returns were filed before the Closing Date or (y) is required by law to be included, with any Seller or any of its affiliates (the "SELLER GROUP"), for all periods ending on or before the Closing Date, all items of income, gain, loss, deduction and credit and other tax items ("TAX ITEMS") of the Companies and their respective subsidiaries which are required to be included therein. The Sellers shall be responsible for, shall indemnify and defend the Purchaser with respect to and provide for the timely payment (and shall be entitled to any refund) of all Taxes due with respect to the periods covered by such Tax Returns, other than any such Taxes arising from any act or omission (other than the Section 338(h)(10) Elections (as defined in Section 4.4(l))) by the Purchaser or, after the Closing, either Company or any of its subsidiaries. Each Tax Return described in this Section 4.4(a)(i) to the extent it is a Continuing Return (as defined in Section 4.4(d)) shall be subject to the Pre-Filing Review Procedure described in Section 4.4(d).
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Consolidated and Combined Returns. 20 --- --------------------------------- 5.2 Payment of Refunds, Tax Benefits, and Tax Assets. . .
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Consolidated and Combined Returns 
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Related to Consolidated and Combined Returns

  • Consolidated With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and classified as such on the consolidated balance sheet of the Borrower and its Subsidiaries.

  • Amended Returns Any amended Tax Return or claim for Tax refund, credit or offset with respect to any member of the Mtron Group may be made only by the Company (or its Affiliates) responsible for preparing the original Tax Return with respect to such member pursuant to Sections 3.1 or 3.2 (and, for the avoidance of doubt, subject to the same review and comment rights set forth in Sections 3.1 or 3.2, to the extent applicable). Such Company (or its Affiliates) shall not, without the prior written consent of the other Company (which consent shall not be unreasonably withheld or delayed), file, or cause to be filed, any such amended Tax Return or claim for Tax refund, credit or offset to the extent that such filing, if accepted, is likely to increase the Taxes allocated to, or the Tax indemnity obligations under this Agreement of, such other Company for any Tax Year (or portion thereof); provided, however, that such consent need not be obtained if the Company filing the amended Tax Return by written notice to the other Company agrees to indemnify the other Company for the incremental Taxes allocated to, or the incremental Tax indemnity obligation resulting under this Agreement to, such other Company as a result of the filing of such amended Tax Return.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Consolidated Fixed Charges On any date of determination, the sum of (a) Consolidated Interest Expense for the period of two (2) fiscal quarters most recently ended annualized (both expensed and capitalized), plus (b) all of the principal due and payable and principal paid with respect to Indebtedness of REIT, the Borrower and their respective Subsidiaries during such period, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full and any voluntary full or partial prepayments prior to stated maturity thereof, plus (c) all Preferred Distributions paid during such period, plus (d) the principal payment on any Capital Lease Obligations. Such Person’s Equity Percentage in the fixed charges referred to above of its Unconsolidated Affiliates and Subsidiaries of Borrower that are not Wholly Owned Subsidiaries shall be included (without duplication) in the determination of Consolidated Fixed Charges.

  • 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.

  • Consolidated Net Income The consolidated net income of the Borrowers after deduction of all expenses, taxes, and other proper charges, determined in accordance with GAAP.

  • Interest Expense For any period with respect to Parent Company and its Subsidiaries, without duplication, (a) interest (whether accrued or paid) actually payable (without duplication), excluding non-cash interest expense but including capitalized interest not funded under an interest reserve pursuant to a specific debt obligation, together with the interest portion of payments on Capitalized Leases, plus (b) Parent Company’s and its Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period.

  • Consolidated EBITDA With respect to any period, an amount equal to the EBITDA of Borrower and its Subsidiaries for such period determined on a Consolidated basis.

  • 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.

Most Referenced Clauses

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