Consolidated Return Matters Clause Samples

Consolidated Return Matters. Notwithstanding anything else to the contrary, Seller shall (i) not make an election to reattribute to Seller or any of its Affiliates any Tax attributes of the Acquired Companies pursuant to Treasury Regulation Section 1.1502-36(d)(6)(i)(B) or (C) (or any analogous, comparable or similar provision of state, local or foreign Law), (ii) make a proper election pursuant to Treasury Regulations Section 1.1502-95(c) to apportion all of any Code Section 382 limitations that apply to the loss subgroup consisting of the Company and the Subsidiaries, and each element thereof (the value element, the adjustment element and the net unrealized built-in gain), to the Company’s loss subgroup (as such terms are used in Treasury Regulations Section 1.1502-95(c)), and (iii) make an election under Treasury Regulation Section 1.1502-36(d)(6)(i)(A) (or any analogous, comparable or similar provision of state, local or foreign Law), in form and in substance reasonably acceptable to Buyer, to reduce all or a portion of Seller’s basis in the stock of the Company if and to the extent that the failure to make such an election would result in attribute reduction pursuant to Treasury Regulation Section 1.1502-36(d) (or any analogous, comparable or similar provision of state, local or foreign Law). Seller shall deliver to Buyer a copy of any election described in this Section 9.5, together with any relevant attachments, worksheets and calculations prepared in connection therewith, on or prior to the due date of the U.S. federal Income Tax Consolidated or Combined Return for the year in which such election is made; provided, however, that nothing in this Agreement shall require Seller to provide or otherwise make available to Buyer, the Company or any of their Affiliates a copy of any of Seller’s Consolidated Returns other than a pro forma Tax Return for the applicable Acquired Companies.