Consolidated Return Elections. Seller shall make or cause to be made (and shall refrain from making or causing to be made as applicable) Tax elections (including on a protective basis) so that neither the Company nor any Company Subsidiary shall suffer any reduction in tax basis or other attributes pursuant to Treasury Regulations Section 1.1502-36.
Consolidated Return Elections. Seller shall cause the Seller Consolidated Group to make (or refrain from making, as applicable) Tax elections (including on a protective basis) so that the CCG Entities shall suffer no reduction in tax basis or other attributes pursuant to Treasury Regulations Section 1.1502-36.
Consolidated Return Elections. Buyer and Seller agree that Seller (or an applicable Affiliate of Seller) shall make, or cause to be made, an election (including a protective election) under Treasury Regulations Section 1.1502-36(d)(6)(i)(A) in accordance with the procedures set forth in Treasury Regulation Section 1.1502-36(e) for any U.S. federal income, state, or local Tax purposes to reduce Seller’s tax basis in the stock of any applicable Company Entity or reattribute Tax attributes of an entity other than a Company Entity in an amount sufficient to avoid any reduction of the Tax attributes of a Company Entity (including the Tax basis of the assets of such Company Entity) pursuant to Treasury Regulations Section 1.1502-36(d); provided, however, that such election shall not apply to the portion of the Company’s Category A attributes (as defined in Treasury Regulations Section 1.1502-36(d)(4)) that arise solely as a result of the denial of the worthless stock deduction taken by the Company in 2022 in respect of its interest in Cellu Tissue Holdings, LLC. Seller shall provide the form of any election it proposes to make pursuant to this Section 6.17(i) to Buyer for its review and comment at least twenty (20) Business Days prior to the date on which such election is to be filed, and shall consider Buyer’s reasonable comments thereto in good faith.
Consolidated Return Elections. Seller shall make or cause to be made in a timely manner (and shall refrain from making or causing to be made, as applicable) all relevant Tax elections (including on a protective basis), including pursuant to Treasury Regulations Sections 1.1502-36(d)(6)(i)(A) and 1.1502-36(e)(5), so that neither the Company nor any of its Subsidiaries shall suffer any reduction in (i) any Category A attributes of the Company and its Subsidiaries, (ii) Category B attributes of the Company and its Subsidiaries below an aggregate amount of $1,886,742,823, (iii) Category C attributes of the Company and its Subsidiaries below an aggregate amount of $201,983,943 and (iv) any Category D attributes of the Company and its Subsidiaries, in each case pursuant to Treasury Regulations Section 1.1502-36, provided, that the parties acknowledge and agree that Seller may elect under Treasury Regulation Section 1.1502- 36(d)(6)(i)(B) or (C) to reattribute Category B attributes from the Company and its Subsidiaries so long as the conditions of clauses (i) through (iv) above are met. Section 5.5
Consolidated Return Elections. In determining Tax Liabilities of the Tridex Group and its Members for Fiscal 1996 and where relevant any subsequent fiscal year up to the Separation Date, the computations of the tax liabilities of the Tridex Group and its Members shall, to the extent permitted by law, be made in accordance with the methods used in the consolidated returns for the fiscal years ending prior to Fiscal 1996 which include Tridex and TransAct.
Consolidated Return Elections. Seller shall make or refrain from making (or cause its Affiliates to make or refrain from making), as applicable, any Tax elections (including on a protective basis) so that the Scout Group shall suffer no reduction in Tax basis or other attributes pursuant to Regulation Section 1.1502-36.
Consolidated Return Elections. Sellers shall make or cause to be made (and shall refrain from making or causing to be made, as applicable) Tax elections (including on a protective basis) so that HD Waterworks Inc. shall suffer no reduction in tax basis or other attributes pursuant to Treasury Regulations Section 1.1502-36. Sellers shall cause the consolidated federal income Tax Return filed by HD Supply Holdings, Inc. for the taxable period that includes the Closing Date to be filed in accordance with Treasury Regulations Section 1.1502-76(b)(2)(i) (determined using the closing of the books method), with no election under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D) and no application of Treasury Regulations Section 1.1502-76(b)(2)(iii).
Consolidated Return Elections. HD Supply shall make or cause to be made (and shall refrain from making or causing to be made, as applicable) Tax elections (including on a protective basis) so that no Acquired Company suffers a reduction in tax basis or other attributes pursuant to Treasury Regulations Section 1.1502-36. HD Supply’s consolidated federal income Tax Return for the taxable period that includes the Closing Date shall be filed in accordance with Treasury Regulations Section 1.1502-76(b)(2)(i) (determined using the closing of the books method), with no election under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D).
