Consolidated, Combined or Unitary Returns Sample Clauses

Consolidated, Combined or Unitary Returns. No member of the Simon Group has participated in the filing of any consolidated, combined or unitary Return with respect to which Simon was not the common parent.
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Consolidated, Combined or Unitary Returns. No member of the Cyrk Group has participated in the filing of any consolidated, combined or unitary Return with respect to which Cyrk was not the common parent.
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Consolidated, Combined or Unitary Returns. Sellers shall cause to be included in the consolidated federal income Tax Returns (and the state income Tax Returns of any state that permits consolidated, combined, or unitary income Tax Returns, if any) of the Seller Group for all taxable periods ending on or before the Closing Date (“Pre-Closing Periods”) all tax items of the Acquired Companies which are required to be included herein, shall cause such Income Tax Returns to be timely filed with the appropriate Taxing Authorities, and shall timely pay (and be entitled to any refund of other than the portion of any refund attributable to Post-Effective Date Taxes) all Taxes due with respect to the periods covered by such income Tax Returns. Unless otherwise required by Treas. Reg. Section 1.1502-76(b)(1)(ii)(B) (or a similar provision of state, local or foreign law), Tax items of each of the Acquired Companies shall be apportioned for all income Tax purposes by closing the books of each of the Acquired Companies at the end of the Closing Date and no ratable election shall be made pursuant to Treas. Reg. Section 1.1502-76T(b)(2)(ii)(D) (or a similar provision of state, local, or foreign law).
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Consolidated, Combined or Unitary Returns. Seller Parent shall cause to be included in the consolidated federal income Tax Returns (and the state income Tax Returns of any state that permits consolidated combined, or unitary income Tax Returns, if any) of the Seller Group for all taxable periods ending on or before the Closing Date (“Pre-Closing Periods”) all tax items of the Company which are required to be included herein, shall cause such income Tax Returns to be timely filed with the appropriate taxing authorities, and shall timely pay (and be entitled to any refund) all Taxes due with respect to the periods covered by such income Tax Returns.
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Related to Consolidated, Combined or Unitary Returns

  • Consolidated or Combined Tax Returns At Parent’s election and in its sole discretion, SpinCo will elect and join, and will cause its Affiliates to elect and join, in filing any Parent State Combined Income Tax Returns and any Joint Returns that Parent determines are required to be filed or that Parent chooses to file pursuant to Section 4.02(b). With respect to any SpinCo Separate Returns relating to any Pre-Distribution Period, SpinCo will elect and join, and will cause its Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent reasonably determined by Parent.

  • 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.

  • Consolidated Group Seller (A) has not been a member of an affiliated group within the meaning of Code Section 1504(a) (or any similar group defined under a similar provision of state, local or foreign law) and (B) has no liability for Taxes of any person (other than Seller and its Subsidiaries) under Treas. Reg. sect. 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor by contract or otherwise.

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

  • 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.

  • Consolidated Total Assets All assets of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

  • Consolidated Interest Expense With respect to any period, without duplication, (a) total Interest Expense of REIT and its Subsidiaries determined on a Consolidated basis in accordance with GAAP for such period, plus (b) such Person’s Equity Percentage of Interest Expense of its Unconsolidated Affiliates for such period.

  • Consolidated Net Worth Borrower will at the end of each fiscal quarter maintain Consolidated Net Worth in an amount of not less than the sum of (i) $625,000,000 plus (ii) fifty percent (50%) of the aggregate Consolidated Net Income, if positive, for the period beginning January 1, 2005 and ending on the last day of such fiscal quarter.

  • 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.

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

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