Execution of Returns Prepared by Other Party. In the case of any Tax Return that is required to be prepared by one Company under this Agreement and that is required by law to be signed by another Company (or by its authorized representative), the Company that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” (or comparable standard under state, local or foreign law) for the Tax treatment of each material item reported on the Tax Return.
Appears in 9 contracts
Samples: Tax Matters Agreement (IAC/InterActiveCorp), Tax Matters Agreement (Vimeo, Inc.), Tax Matters Agreement (Raytheon Technologies Corp)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless if there is at least a “no reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax tax treatment of each any material item items reported on the Tax Return.
Appears in 8 contracts
Samples: Tax Indemnification and Allocation Agreement (Ceva Inc), Tax Indemnification and Allocation Agreement (DSP Group Inc /De/), Tax Indemnification and Allocation Agreement (Ceva Inc)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another the other Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless if there is at least a “no reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax treatment of each material any item reported on the Tax Return.
Appears in 7 contracts
Samples: Tax Matters Agreement (Knife River Holding Co), Tax Matters Agreement (Mdu Resources Group Inc), Tax Matters Agreement (Knife River Holding Co)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another the other Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless if there is at least a “no reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax tax treatment of each any material item items reported on the Tax Return.
Appears in 6 contracts
Samples: Distribution Agreement (Tenneco Packaging Inc), Distribution Agreement (Pactiv Corp), Tenneco Distribution Agreement (Tenneco Packaging Inc)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that is required to be prepared by one Company under this Agreement and that is required by law to be signed by another the other Company (or by its authorized representative), the Company that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” (or comparable standard under state, local or foreign law) for the Tax treatment of each material item reported on the Tax Return.
Appears in 5 contracts
Samples: Tax Matters Agreement (RXO, Inc.), Tax Matters Agreement (Rxo, LLC), Tax Matters Agreement (Rxo, LLC)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another the other Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax treatment of each material item reported on the Tax Return.
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Varian Medical Systems Inc), Tax Matters Agreement (Varex Imaging Corp)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another the other Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” basis (or comparable standard under state, local or foreign lawLaw) for the Tax treatment of each material item reported on the Tax Return.
Appears in 4 contracts
Samples: Tax Matters Agreement (BGC Partners, Inc.), Tax Matters Agreement (Newmark Group, Inc.), Tax Matters Agreement (Newmark Group, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that is required to be prepared by one Company under this Agreement and that is required by law to be signed by another Company (or by its authorized representative), the Company that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basismore likely than not” basis (or comparable standard under state, local or foreign law) for the Tax treatment of each material item reported on the Tax Return.
Appears in 4 contracts
Samples: Tax Matters Agreement (Match Group, Inc.), Tax Matters Agreement (IAC/InterActiveCorp), Transaction Agreement (Match Group, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company Party under this Agreement and that which is required by law to be signed by another Company the other Party (or by its authorized representative), the Company that Party which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless if there is at least a “no reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax treatment of each material any item reported on the Tax Return.
Appears in 3 contracts
Samples: Tax Matters Agreement (Sylvamo Corp), Tax Matters Agreement (Sylvamo Corp), Tax Matters Agreement (Sylvamo Corp)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that is required to be prepared by one Company Party under this Agreement and that is required by law to be signed by another Company the other Party (or by its authorized representative), the Company Party that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basismore likely than not” basis (or comparable standard under state, local local, or foreign law) for the Tax treatment of each material item reported on the Tax Return.
Appears in 3 contracts
Samples: Tax Matters Agreement (Solventum Corp), Tax Matters Agreement (3m Co), Tax Matters Agreement (Solventum Corp)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another the other Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” (or comparable standard under state, local or foreign law) greater than 50% likelihood of prevailing on the merits for the Tax treatment of each material item reported on the Tax Return.
Appears in 3 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Ebay Inc), Tax Matters Agreement (PayPal Holdings, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another the other Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” basis (or comparable standard under state, local or foreign law) for the Tax treatment of each material item reported on the Tax Return.
Appears in 3 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Energizer SpinCo, Inc.), Tax Matters Agreement (Energizer SpinCo, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return (the "Signatory Company") shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” (or comparable standard under state, local or foreign law) for if the Tax Signatory Company reasonably believes that the tax treatment of each material item the items reported on the Tax ReturnReturn may result in a penalty or addition to Tax under applicable Tax Law.
Appears in 3 contracts
Samples: Sharing Agreement (Valero Energy Corp), The Merger Agreement (Valero Refining & Marketing Co), Tax Sharing Agreement (Pg&e Corp)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that is required to be prepared and filed by one Company under this Agreement and that is required by law to be signed by another the other Company (or by its authorized representative), the Company that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement Agreement, unless there is at least a “reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax treatment of each material item reported on the Tax Return.
Appears in 3 contracts
Samples: Tax Matters Agreement (Arlo Technologies, Inc.), Tax Matters Agreement (Netgear, Inc), Tax Matters Agreement (Arlo Technologies, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another Company or a member of such other Company's Group (or by its an authorized representativerepresentative thereof), the Company that (or such member) which is legally required to sign such Tax Return shall not be required under this Agreement to sign such Tax Return under this Agreement unless if, with respect to any material Tax Item, such Company believes in good faith that there is at least a “no reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax tax treatment of each material item such Tax Item as proposed to be reported on the Tax Return.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Fluor Corp), Tax Sharing Agreement (Massey Energy Co)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that is required to be prepared by one Company Party under this Agreement and that is required by law to be signed by another Company Party (or by its authorized representativeRepresentative), the Company Party that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” greater than fifty percent (or comparable standard under state, local or foreign law50%) likelihood of prevailing on the merits for the Tax treatment of each material item reported on the Tax Return.
Appears in 2 contracts
Samples: Tax Matters Agreement (SilverSun Technologies Holdings, Inc./Nv), Investment Agreement (SilverSun Technologies, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another Company or a member of such Other Company's Group (or by its an authorized representativerepresentative thereof), the Company that (or such member) which is legally required to sign such Tax Return shall not be required under this Agreement to sign such Tax Return under this Agreement unless if, with respect to any material Tax Item, such Company believes in good faith that there is at least a “no reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax tax treatment of each material item such Tax Item as proposed to be reported on the Tax Return.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Fluor Corp), Tax Sharing Agreement (Fluor Corp)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another the other Company (or by its authorized representative), the Company that which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless if there is at least a “no reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax treatment of each material any item reported on the Tax ReturnReturn or the Tax treatment of any item reported on the Tax Return should, in the opinion of a Tax Advisor, subject the other Company (or its authorized representatives) to material penalties.
Appears in 2 contracts
Samples: Tax Matters Agreement (Ntelos Holdings Corp), Matters Agreement (NTELOS Wireline One Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another the other Company (or by its authorized representativerepresentative or by any of its Affiliates), the Company that (or Affiliate) which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “no reasonable basis” (or comparable standard under state, local or foreign law) basis for the Tax treatment of each a material item reported on the Tax Return.
Appears in 1 contract
Samples: Tax Allocation and Sharing Agreement (Next Level Communications Inc)
Execution of Returns Prepared by Other Party. In the case of any Tax Return that which is required to be prepared and filed by one Company under this Agreement and that which is required by law to be signed by another Company (or by its authorized representative), the Company that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement unless there is at least a “reasonable basis” (or comparable standard under state, local or foreign law) for the Tax treatment of each material item reported on the Tax Return.the
Appears in 1 contract
Samples: Tax Sharing Agreement (Cabot Microelectronics Corp)