Federal Income Taxes in General. The income and other Tax items (including any deferred income from intercompany transactions triggered into income by Section 1.1502-13 of the Treasury regulations and any excess loss accounts taken into income under Section 1.1502-19 of the Treasury regulations) of the Companies and of those Subsidiaries that are included in the same consolidated federal income Tax Return as Progress Fuels (“Consolidated Subsidiaries”) for periods ending on or before the Closing Date shall be included in the consolidated federal income Tax Return of the affiliated group, within the meaning of Section 1504(a) of the Code, of which Progress Fuels is a member (the “Progress Fuels Group”) for all such periods and Progress Fuels will pay or cause to be paid any federal income Taxes on such income. Progress Fuels will take no position on such Tax Returns that relate to the Companies or the Subsidiaries that could adversely affect the Companies or the Subsidiaries after the Closing Date, except as may be required by applicable Tax Law, may be required to be consistent with past practice for Tax Returns filed for prior periods by such entity or group with respect to such Tax or may be consented to by Holdings, with such consent not to be unreasonably withheld. Progress Fuels shall provide Holdings with a copy of pro formas for the Companies and the Subsidiaries included on Tax Returns filed under this Section 8.2(a) and copies of the associated workpapers for such pro formas. Information provided pursuant to the preceding sentence may be provided in an electronic format, so long as the recipient is able to access and copy the information without unreasonable hardship or expense. Except as otherwise provided in this Section 8.2, Progress Fuels shall be entitled to any reductions or refunds of Taxes (including interest), for Pre-Closing Periods with respect to the consolidated federal income Tax Return of the Progress Fuels Group, except to the extent that such refund is attributable to a carryback of a Tax item of a Company or one of the Subsidiaries arising in a Post-Closing Period. If Holdings or any of the Companies or the Consolidated Subsidiaries receives any such refund (other than a refund attributable to a carryback permitted by
Federal Income Taxes in General. The Income Tax items of the Companies for periods ending on or before the Closing Date shall be included in the consolidated federal Income Tax Return of the affiliated group, within the meaning of Section 1504(a) of the Code, of which Seller is a member. Except as otherwise provided in this Section 8.5, Seller shall be responsible for and shall hold Buyer and the Companies harmless from any federal Income Taxes of the Companies (including any amount payable by reason of Treasury Regulation 1.1502-6 or successor regulation of similar import) not heretofore paid, and shall be entitled to any reductions in such Taxes or refunds (including interest) not heretofore received, for taxable periods ending on or before or, with respect to the consolidated federal Income Tax Return of Seller’s affiliated group, including the Closing Date. If Buyer or either of the Companies receive any such refund, Buyer shall promptly pay (or cause the Company to pay) the entire amount of the refund (including interest) to Seller. Buyer and the Companies shall be responsible for and shall hold Seller harmless from all federal Income Taxes of the Companies for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all federal Income Taxes resulting from any action taken without Seller’s written consent by Buyer or the Companies after the Closing (including, without limitation, actions taken outside the ordinary course of business and occurring on the Closing Date). Buyer and the Companies shall be entitled to all refunds of such Taxes (including interest).
Federal Income Taxes in General. (i) The income and other Tax items of the Company and its Subsidiaries for periods ending on or before the Closing Date shall be included in the consolidated Federal Income Tax Return of the affiliated group, within the meaning of Section 1504(a) of the Code, of which Seller is a member (the “Seller Tax Group”). Except as otherwise provided in this Section 8.5, Seller shall be responsible for and shall hold Buyer harmless from any Federal Income Taxes of the Company and its Subsidiaries (including any amount payable by reason of Treasury Regulation § 1.1502-6 or successor regulation of similar import) to the extent not paid before Closing, and shall be entitled to any reductions in such Taxes or refunds (including interest), for taxable periods ending on or before or, with respect to the consolidated Federal Income Tax Return of the Seller Tax Group, including the Closing Date. If Buyer or the Company or any of its Subsidiaries receives any such refund, Buyer shall promptly pay (or cause the Company and its Subsidiaries to pay) the entire amount of the refund (including interest) to Seller.
Federal Income Taxes in General. (a) The income and other Tax items of the Company for periods ending on or before the Closing Date shall be included in the consolidated federal income Tax Return of the affiliated group, within the meaning of Section 1504(a) of the Code, of which Seller is a member (the “Seller Tax Group”). Except as otherwise provided in this Article VI, Seller shall be responsible for and shall indemnify and hold Buyer harmless from any United States federal income Taxes of the Company (including any amount payable by reason of Treasury Regulation § 1.1502-6), to the extent not paid before Closing, and shall be entitled to any reductions in such Taxes or refunds (including interest), for taxable periods ending on or before or, with respect to the consolidated federal income Tax Return of Seller Tax Group, including the Closing Date. If Buyer or Company receives any such refund, Buyer shall promptly pay (or cause the Company to pay) the entire amount of the refund (including interest) to Seller.
Federal Income Taxes in General. The income and other tax items of the Company for periods ending on or before the Closing Date shall be included in the consolidated federal income tax return of the affiliated group, within the meaning of Section 1504(a) of the Code, of which Seller is a member. Except as otherwise provided in this Section 8.4, Seller shall be responsible for and shall hold Buyer and the Company harmless from any federal income taxes of the Company not heretofore paid and shall be entitled to any reductions in taxes or refunds (including interest) not heretofore received for taxable periods ending on or before the Closing Date. If Buyer or the Company receives any such refund, Buyer shall promptly pay (or cause the Company to pay) the entire amount of the refund (including interest) to Seller. Buyer and the Company shall be responsible for and shall hold Seller harmless from all federal income taxes of the Company for any taxable period beginning after the Closing Date and, with respect to prior taxable periods, for all federal income taxes resulting from any action taken without Seller's written consent by Buyer or the Company after the Closing (including, without limitation, actions taken outside the ordinary course of business and occurring on the Closing Date but excluding operations within the ordinary course of business on -64- the Closing Date). Buyer and the Company shall be entitled to all refunds of such taxes (including interest).
Federal Income Taxes in General. (i) The Tax items of the Transferred Companies for periods ending on or before the Closing Date shall be included in the consolidated federal Income Tax Return of the affiliated group, within the meaning of Section 1504(a) of the Code, of which Seller is a member (the “Seller Group”). Except as otherwise provided in this Section 6.8, Seller shall be responsible for any federal Income Taxes of the Transferred Companies, to the extent not paid before Closing, and shall be entitled to any reductions in such Taxes or refunds (including interest), for taxable periods ending on or before or, with respect to the consolidated federal Income Tax Return of Seller Group, including the Closing Date. If CEPCB, any of its Affiliates or any of the Transferred Companies receive any such refund, CEPCB shall promptly pay (or cause such Transferred Company to pay) the entire amount of the refund (including interest) to Seller.
Federal Income Taxes in General. (1) The income and other Tax items of the Company and the Subsidiaries for periods ending on or before the Closing Date shall be included in the consolidated federal income Tax Return of the affiliated group, within the meaning of Section 1504(a) of the Code, of which PFC is a member (“PFC Group”). Except as otherwise provided in this Section 7.7, PFC shall be responsible for and shall indemnify and hold Buyer harmless from any federal income Taxes of the Company and the Subsidiaries (including any amount payable by reason of Treasury Regulation § 1.1502-6), to the extent not paid before Closing, and shall be entitled to any reductions in such Taxes or refunds (including interest), for taxable periods ending on or before or, with respect to the consolidated federal income Tax Return of PFC Group, including the Closing Date. If Buyer or the Subsidiaries receives any such refund, Buyer shall promptly pay (or cause such Subsidiary to pay) the entire amount of the refund (including interest) to PFC.
Federal Income Taxes in General. (a) The income and other Tax items of the Company for all periods ending on or before the Closing Date shall be included in the consolidated federal income Tax Return of the affiliated group of which LGC is the common parent. Seller and LGC shall be responsible for any federal income Taxes of the Company for such periods and of any other member of such affiliated group not heretofore paid. Neither Buyer nor the Company shall be required to reimburse Seller or any other person for any such Taxes. Seller and LGC shall indemnify and hold Buyer and the Company harmless from all liabilities for any such Taxes. Seller shall be entitled to any refunds (except any resulting from carrybacks from taxable periods ending after the Closing Date) not heretofore received for taxable periods of the Company ending on or before the Closing Date; provided, however, that any amount payable by Buyer or the Company to Seller in respect of any such refund shall be reduced by the lesser of (i) the amount of any Taxes incurred or (ii) the present value (based on a discount rate of 8%) of any Taxes to be incurred, by Buyer or the Company as a result of the accrual or receipt of the refund.
Federal Income Taxes in General. (a) The income and other Tax items of SSBI and the Subsidiaries for all periods ending on or before the Closing Date shall be included in the consolidated federal income Tax Return of the affiliated group of which Seller Parent is the common parent. Seller Parent shall be responsible for any federal income Taxes of SSBI and the Subsidiaries and the other members of the Seller Parent Group related to such periods and of any other member of such affiliated group not paid. Neither the Purchasers nor SSBI nor the Subsidiaries shall be required to reimburse the Holders or any other Person for any such Taxes; and the Holders shall indemnify and hold the Purchasers, SSBI and the Subsidiaries harmless from all liabilities for any such Taxes. Seller Parent shall be entitled to any refunds (except any reflected on the Balance Sheet or resulting from carrybacks from taxable periods ending after the Closing Date) not heretofore received for taxable periods of SSBI and the Subsidiaries ending on or before the Closing Date; provided, however, that any amount payable by the Purchasers, or SSBI or the Subsidiaries to Seller Parent in respect of any such refund shall be reduced by the amount of any Taxes incurred, and the present value (based on a discount rate of 4.75 percent) of any Taxes to be incurred, by the Purchasers, or SSBI or the Subsidiaries as a result of the accrual or receipt of the refund.
Federal Income Taxes in General
