Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the tax treatment of any material items reported on the Tax Return.
Appears in 12 contracts
Samples: Tax Indemnification and Allocation Agreement (DSP Group Inc /De/), Tax Indemnification and Allocation Agreement (Ceva Inc), Tax Indemnification and Allocation Agreement (Ceva Inc)
Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the tax Tax treatment of any material items item reported on the Tax Return.
Appears in 9 contracts
Samples: Tax Matters Agreement (Everus Construction Group, Inc.), 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 which that is required to be prepared and filed by one Company under this Agreement and which that is required by law to be signed by another Company (or by its authorized representative), the Company which that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no at least a “reasonable basis basis” (or comparable standard under state, local or foreign law) for the tax Tax treatment of any each material items 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 which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the tax treatment of any material items reported on the Tax Return.
Appears in 6 contracts
Samples: Distribution Agreement (Tenneco Packaging Inc), Distribution Agreement (Pactiv Corp), Tax Sharing Agreement (Tenneco Automotive Inc)
Execution of Returns Prepared by Other Party. In the case of any Tax Return which that is required to be prepared and filed by one Company under this Agreement and which that is required by law to be signed by another the other Company (or by its authorized representative), the Company which that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no at least a “reasonable basis basis” (or comparable standard under state, local or foreign law) for the tax Tax treatment of any each material items 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 which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no at least a reasonable basis for the tax Tax treatment of any each material items 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 which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no at least a reasonable basis (or comparable standard under state, local or foreign Law) for the tax Tax treatment of any each material items item reported on the Tax Return.
Appears in 4 contracts
Samples: Tax Matters Agreement (Newmark Group, Inc.), Tax Matters Agreement (BGC Partners, Inc.), Tax Matters Agreement (Newmark Group, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return which that is required to be prepared and filed by one Company under this Agreement and which that is required by law to be signed by another Company (or by its authorized representative), the Company which that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no reasonable at least a “more likely than not” basis (or comparable standard under state, local or foreign law) for the tax Tax treatment of any each material items item reported on the Tax Return.
Appears in 4 contracts
Samples: Tax Matters Agreement (IAC/InterActiveCorp), Joinder and Reaffirmation Agreement (Match Group, Inc.), Tax Matters Agreement (Match Group, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return which that is required to be prepared and filed by one Company under this Agreement and which that is required by law to be signed by another the other Company (or by its authorized representative), the Company which that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if Agreement, unless there is no at least a reasonable basis for the tax Tax treatment of any each material items item reported on the Tax Return.
Appears in 3 contracts
Samples: Tax Matters Agreement (Netgear, Inc), Tax Matters Agreement (Arlo Technologies, Inc.), Tax Matters Agreement (Arlo Technologies, Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another Company (or by its authorized representative), the Company which is legally required to sign such Tax Return (the "Signatory Company") shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the Signatory Company reasonably believes that the tax treatment of any material 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: Tax Sharing Agreement (Pg&e Corp), Tax Sharing Agreement (Valero Energy Corp), Tax Sharing Agreement (Valero Refining & Marketing Co)
Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no reasonable basis at least a greater than 50% likelihood of prevailing on the merits for the tax Tax treatment of any each material items 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 which that is required to be prepared and filed by one Company Party under this Agreement and which that is required by law to be signed by another Company the other Party (or by its authorized representative), the Company which Party that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no reasonable at least a “more likely than not” basis (or comparable standard under state, local, or foreign law) for the tax Tax treatment of any each material items item reported on the Tax Return.
Appears in 3 contracts
Samples: Tax Matters Agreement (3m Co), Tax Matters Agreement (Solventum Corp), Tax Matters Agreement (Solventum Corp)
Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company Party under this Agreement and which is required by law to be signed by another Company the other Party (or by its authorized representative), the Company Party which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the tax Tax treatment of any material items 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 which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no at least a reasonable basis (or comparable standard under state, local or foreign law) for the tax Tax treatment of any each material items 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 which that is required to be prepared and filed by one Company Party under this Agreement and which that is required by law to be signed by another Company Party (or by its authorized representativeRepresentative), the Company which Party that is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no reasonable basis at least a greater than fifty percent (50%) likelihood of prevailing on the merits for the tax Tax treatment of any each material items 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 which is required to be prepared and filed by one Company under this Agreement and 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 (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 if if, with respect to any material Tax Item, such Company believes in good faith that there is no reasonable basis for the tax treatment of any material items 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 which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another the other Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the tax Tax treatment of any material items 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), Tax Matters Agreement (NTELOS Wireline One Inc.)
Execution of Returns Prepared by Other Party. In the case of any Tax Return which is required to be prepared and filed by one Company under this Agreement and 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 (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 if if, with respect to any material Tax Item, such Company believes in good faith that there is no reasonable basis for the tax treatment of any material items 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 which is required to be prepared and filed by one Company under this Agreement and 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 (or Affiliate) which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if unless there is no reasonable basis for the tax Tax treatment of any a material items 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 which is required to be prepared and filed by one Company under this Agreement and which is required by law to be signed by another Company (or by its authorized representative), the Company which is legally required to sign such Tax Return shall not be required to sign such Tax Return under this Agreement if there is no reasonable basis for the tax treatment of any material items reported on the Tax Return.the
Appears in 1 contract
Samples: Tax Sharing Agreement (Cabot Microelectronics Corp)
