CONSOLIDATED FEDERAL TAX RETURNS Sample Clauses

CONSOLIDATED FEDERAL TAX RETURNS. Subject to the provisions of Section 4.2, the Affiliated Group consolidated Federal Tax Returns (including amendments thereto) required to be filed or actually filed for any Pre-Distribution Taxable Period after the date hereof shall be prepared and filed or caused to be prepared and filed by UCRI. (b) OTHER PRE-DISTRIBUTION TAXABLE PERIOD AND STRADDLE PERIOD TAX RETURNS. Subject to the provisions of Section 4.2: (i) All Tax Returns (including amendments thereto) other than those described in Section 2.2(a), 2.2(b)(ii), and 2.2(b)(iii), which include a member of the Affiliated Group that are required to be filed or are actually filed for a Pre-Distribution Taxable Period shall be prepared and filed or caused to be prepared and filed by UCRI; (ii) All Tax Returns (including amendments thereto) other than those described in Section 2.2(a) and 2.2(b)(i), which include, after the Closing Date, a member of the International Group that are required to be filed or are actually filed for a Straddle Period shall be prepared and filed or caused to be prepared and filed by International; (iii) All Tax Returns (including amendments thereto) other than those described in Section 2.2(a) and 2.2(b)(ii), which include a member of the UCRI Group that are required to be filed or are actually filed for a Straddle Period shall be prepared and filed or caused to be prepared and filed by UCRI; and (iv) In the event that the Non-Filing Party reasonably determines that the Responsible Party will not be able to timely file any Tax Return and that such inability of the Responsible Party is not attributable to the failure of the Non-Filing Party to perform under this Agreement, the Non-Filing Party may, after giving the Responsible Party written notice, prepare and file or cause to be prepared and filed such Tax Return. If the Non-Filing Party elects to file any such Tax Return, the Non-Filing Party shall be deemed to be the Responsible Party for purposes of this Agreement other than this Section 2.2(b)(iv). 2.3
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CONSOLIDATED FEDERAL TAX RETURNS. The Affiliated Group consolidated Federal Tax Returns (including amendments thereto) required to be filed or actually filed for any Pre-Merger Taxable Period after the date hereof shall be prepared and filed or caused to be prepared and filed by Newco, and the Company hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Newco as its agent to take any and all actions necessary or incidental to the preparation and filing of such Tax Returns.
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Related to CONSOLIDATED FEDERAL TAX 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.

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

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

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Other Tax Returns Subject to Section 7.01, the Managers shall cause to be prepared and filed all necessary tax returns for the Company.

  • Tax Returns; Taxes Except as otherwise disclosed on Schedule 3.13:

  • 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.

  • Income Tax Liability Within ten 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 any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Tax Returns Except as set forth on Schedule 3.13:

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