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.
Sample 1Sample 2
AutoNDA by SimpleDocs
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.
Sample 1Sample 2
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).
Sample 1
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.
Sample 1

Related to CONSOLIDATED, COMBINED OR UNITARY RETURNS

  • Consolidated or Combined Tax Returns SpinCo will elect and join, and will cause its respective 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 Tax Period (or portion thereof) ending on or prior to the Distribution Date, SpinCo will elect and join, and will cause its respective Affiliates to elect and join, in filing consolidated, unitary, combined, or other similar joint Tax Returns, to the extent each entity is eligible to join in such Tax Returns, if Parent reasonably determines that the filing of such Tax Returns is consistent with past reporting practices or otherwise so requests.

  • Consolidated Total Liabilities All liabilities of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with generally accepted accounting principles and all Indebtedness of the Borrower and its Subsidiaries, whether or not so classified.

  • 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 Net Worth The Company will not at any time permit Consolidated Net Worth to be less than the sum at such time of (a) US$4,500,000,000 and (b) commencing with the fiscal quarter beginning on January 1, 2007, 50% of the Company’s Consolidated Net Income for each fiscal quarter of the Company for which Consolidated Net Income is positive and for which financial statements shall have been delivered under Section 5.01(a) or (b).”

  • 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.

  • Consolidated Tangible Net Worth The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

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

  • Interest Expense For any period with respect to Parent Borrower 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 a construction loan, together with the interest portion of payments actually payable on Capitalized Leases, plus (b) Parent Borrower’s and its respective Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such period.

  • 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.

  • Income Tax Liability Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!