Federal Returns Sample Clauses

Federal Returns. (a) A U.S. consolidated federal income tax return shall be prepared and filed by EUSH for each taxable year in respect of which this Agreement is in effect and for which the Consolidated Group is required or permitted to file a consolidated federal income tax return. EUSH and all its subsidiaries shall execute and file such consents, elections and other documents that may be required or appropriate for the proper filing of such returns. (i) The Consolidated Group will elect, on a timely basis, in accordance with Code Section 1552(a)(i) and Section 1.1552-1(c)(2) of the Regulations to allocate its consolidated tax liability (other than alternative minimum tax ("AMT") and its related credits) among its Members under the method described in Sections 1.1502-33(d)(3) and 1.1552-1(a)(1) commencing with the consolidated taxable year ended December 31, 2001. The fixed percentage to be used for purposes of Regulations Section 1.1502-33(d)(3)(i) is 100%. The general effect of such method is that the Consolidated Tax Liability (other than AMT and its related credits) of the Consolidated Group shall be apportioned among the Members of the Consolidated Group with the ratio that each Member's separately computed taxable income under 1.1552-1(a)(1), for companies that have a taxable income, bears to the Consolidated Group's taxable income. Then such method allocates an additional amount (the "Tax Benefit Amount") to each Member up to, but not greater than, the excess, if any, of its Separate Return Tax liability (other than AMT and its related credits) over the amount allocated to such Member in the previous sentence. The total of the Tax Benefit Amounts allocated to Members shall result in payments to, and an increase in the earnings and profits of, the Members who had items of deduction, loss or credits to which such Tax Benefit Amount is attributable. This election is intended to comply with Rule 45(c)(5) under the Act, as modified by Section 2(d) below. (ii) The allocation of the alternative minimum tax liability incurred by the Group and the resulting minimum tax credit shall be allocated in the manner set forth in Proposed and Temporary Treasury Regulation Sections 1.1502-55. This method generally allocates (i) any AMT paid by the Group based on the relative separate adjusted AMT of each Member and (ii) the minimum tax credit ("AMTC") on the basis of the AMT previously assigned to such Member and assuming that AMTC is utilized on a "first in/first out" methodology,...
Sample 1Sample 2See All (12)
AutoNDA by SimpleDocs
Federal Returns. New Ralcorp will join, and will cause each eligible New Ralcorp Affiliate to join, in the consolidated Federal Tax Income Tax Return to be filed by Ralcorp for all Pre-Distribution Tax Periods. Ralcorp will not elect to file separate Federal Tax Income Tax Returns for any such periods;
Sample 1Sample 2
Federal Returns. If at any time and from time to time SFER so elects, Monterey and each Monterey Subsidiary agree to continue to join in the filing of consolidated federal income tax returns for the SFER Group for the calendar year 1996 and for any subsequent taxable periods of SFER ending before, on or after the Disaffiliation Date for which the SFER Group is eligible to file a consolidated federal income tax return including any Monterey Company with respect to pre-Disaffiliation operations. SFER shall continue to prepare and file all consolidated federal income tax returns which are required to be filed by the SFER Group for all such taxable periods and pay all taxes due thereon. Such returns shall include all income, gains, losses, deductions and credits of the Monterey Companies. SFER will make all decisions relating to the preparation and filing of such returns. Monterey and each Monterey Subsidiary further agree to file, or join in the filing of such authorizations, elections, consents and other documents and take such other actions as may be necessary or appropriate in the opinion of SFER to carry out the purposes and intent of this Paragraph A of Section 3. Monterey shall furnish SFER at least forty-five (45) days before such return is due (with extensions) with its completed section of each year's consolidated federal income tax return, prepared in accordance with instructions from SFER, on the Price Waterhouse Domestic Tax Management System ("DTMS"). Monterey shall also furnish DTMS work papers and such other information and documentation as is requested by SFER. Such information shall have been reviewed and approved by Monterey's auditors prior to its submission to SFER.
Sample 1
Federal Returns. If at any time and from time to time WMS so elects, Midway and each Midway Subsidiary agree to continue to join in the filing of consolidated federal income tax returns for the taxable year ending June 30, 1998 and for any subsequent taxable periods of WMS ending before, on or after the Disaffiliation Date for which the WMS Group is eligible to file a consolidated federal income tax return including any Midway Company with respect to pre-Disaffiliation operations. WMS shall continue to prepare and file all consolidated federal income tax returns which are required to be filed by the WMS Group for all such taxable periods and pay all taxes due thereon. Such returns shall include all income, gains, losses, deductions and credits of the Midway Companies. WMS will make all decisions relating to the preparation and filing of such returns. Midway and each Midway subsidiary further agree to file, or join in the filing of such authorizations, elections, consents and other documents and take such other actions as may be necessary or appropriate in the opinion of WMS to carry out the purposes and intent of this paragraph A of Section 3. Midway shall furnish WMS at least forty five (45) days before such return is due (with extensions) with its completed section of each year's consolidated federal income tax return, prepared in accordance with instructions from WMS. Midway shall also furnish WMS with workpapers and such other information and documentation as is requested by WMS.
Sample 1
Federal Returns. Within 10 days of the Effective Date of this Agreement, GRE shall submit to the United States Treasury a request or consent authorizing disclosure of federal tax returns to the Attorney General consistent with section 30165.2(b)(2) of the California Revenue and Taxation Code. The Signatory Parties agree that use of such federal tax returns is restricted to the permissible uses set forth in sections 30165.2(e) and (f) of the California Revenue and Taxation Code.
Sample 1
Federal Returns. If at any time and from time to time SFP so elects, Energy and each Energy Subsidiary agree to continue to join in the filing of consolidated federal income tax returns for the calendar year 1989 and for any subsequent taxable periods of SFP ending before, on or after the Disaffiliation Date for which the SFP Group is eligible to file a consolidated federal income tax return including any Energy Company with respect to pre-Disaffiliation operations. SFP shall continue to prepare and file all consolidated federal income tax returns which are required to be filed by the SFP Group for all such taxable periods and pay all taxes due thereon. Such returns shall include all income, gains, losses, deductions and credits of the Energy Companies. SFP will make all decisions relating to the preparation and filing of such returns. Energy and each Energy Subsidiary further agree to file, or join in the filing of such authorizations, elections, consents and other documents and take such other actions as may be necessary or appropriate in the opinion of SFP to carry out the purposes and intent of this paragraph A of Section 3. Energy shall furnish SFP at least forty five (45) days before such return is due (with extensions) with its completed section of each year's consolidated federal income tax return, prepared in accordance with instructions from SFP, on the Price Waterhouse Domestic Tax Management System ("DTMS"). Energy shall also furnish DTMS workpapers and such other information and documentation as is requested by SFP. Such information shall have been reviewed and approved by Energy's independent auditors prior to its submission to SFP. SFP and Energy shall each pay one half of the cost of such review and approval by Energy's independent auditors, provided, however, that Energy's portion of such costs shall not exceed $10,000.
Sample 1
Federal Returns. For all fiscal periods ending on the Separation Date as to which a consolidated Federal Return is appropriate in accordance with the terms of this Agreement, IDG as the common parent will prepare and file or cause to be prepared and filed the Federal Returns and any estimated payments related thereto for the Continuing IDG Group and IDGB. IDGB will reimburse IDG for IDGB's portion of the tax in accordance with this Agreement. Such reimbursement will be the tax IDGB would have paid on a separate return basis.
Sample 1
AutoNDA by SimpleDocs

Related to Federal Returns

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Information Returns At the Closing or as soon thereafter as is practicable, Seller shall provide Purchaser with a list of all Deposits on which Seller is back-up withholding as of the Closing Date.

  • Tax Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

  • Federal Income Tax Elections The Member shall make all elections for federal income tax purposes.

  • Tax Returns Parent or the Surviving Corporation shall timely prepare and file (or cause such timely preparation and filing) with the appropriate Taxing Authority all Tax Returns for the Company and its Subsidiaries for periods that (x) end prior to or on the Closing Date (each, a “Pre-Closing Tax Return”) the due date of which (including extensions) is after the Closing Date, and Parent or the Surviving Corporation shall pay (or cause to be paid) all Taxes shown thereon, or (y) include the Closing Date (a “Straddle Period Tax Return”), and Parent or the Surviving Corporation shall pay (or cause to be paid) all Taxes shown thereon. All Pre-Closing Tax Returns and Straddle Period Tax Returns described in the prior sentence shall be prepared consistent with the methodologies and practices historically applied by the Company and its Subsidiaries when filing its prior year Tax Return (for purposes of this Section 7.12, the determination of Estimated Pre-Closing Taxes and Final Pre-Closing Taxes pursuant to Section 3.7, and with respect to Tax matters in Article IX, the foregoing will be deemed to be “past practice”) except as otherwise required by applicable Law or as specifically required under this Agreement. The Representative, at its sole expense, shall have reasonable access during normal business hours to those persons preparing any Pre-Closing Tax Return or Straddle Period Tax Return and the information to be included in such Tax Return prior to such Tax Return’s submission to the Representative for review, as described below. With regard to both Pre-Closing Tax Returns and Straddle Period Tax Returns, at least twenty (20) days prior to the date on which each such Tax Return is due (including extensions), Parent shall submit such Tax Return to the Representative for its review, and within the ten (10) day period starting on the day such Tax Return is submitted to the Representative for its review, the Representative shall have the right to suggest modifications to such Tax Returns. With regard solely to any Pre-Closing Tax Return, described in the first sentence of this Section 7.12(b), if the Representative does not timely submit suggested modifications to Parent as described in the preceding sentence, the Representative will waive its right to suggest modifications to such Tax Return, or if the Representative does timely submit suggested modifications to Parent as described in the prior sentence, Parent shall make each such timely suggested modification to such Tax Return to the extent such suggested modification is not inconsistent with the standard set forth in the second sentence of this Section 7.12(b); provided that if the Closing Date is later than March 31, 2014, and such modification results in a material reduction in Tax liability or material increase in a Tax refund or credit of the Company or any of its Subsidiaries or a material increase in any amount owed by Parent to Representative under Section 7.12(f) hereof, in each case allocable to a Tax period beginning before the Closing Date, the requirements of this sentence shall also apply to Straddle Period Tax Returns. Parent shall not file any Tax Return with respect to a Pre-Closing Tax Period without Representative’s consent, not to be unreasonably withheld, conditioned or delayed; provided, however, that if such consent is not provided Representative’s failure to consent prior to the due date (including all available extensions) for filing such Tax Return shall not prevent Parent from timely filing any such Tax Return; and provided that if the Closing Date is later than March 31, 2014, such consent right shall also apply to Pre-Closing Straddle Returns that show a material amount of Taxes for which Representative (in its capacity as such) could be liable to Parent hereunder. For the avoidance of doubt and notwithstanding anything herein to the contrary (including without limitation in the case Representative does not provide comments to any Tax Return or does not consent to its filing), the Representative (in its capacity as such) shall be relieved of any obligation to indemnify Parent or Surviving Corporation or their Affiliates with respect to any Losses arising from Taxes directly attributable to a particular Tax position taken by Parent, the Surviving Corporation or its Subsidiaries in filing a Pre-Closing Tax Return or Straddle Period Tax Return (including pursuant to any amendments of such Returns or pursuant to any elections or changes in Tax accounting method with retroactive effect) that is inconsistent with the past practice of the Company and its Subsidiaries, except to the extent that such Tax position is required by applicable Law or a Taxing Authority or mutually agreed in writing by the Representative and Parent.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Returns Provided no Event of Default has occurred and is continuing, if any Account Debtor returns any Inventory to Borrower, Borrower shall promptly (i) determine the reason for such return, (ii) issue a credit memorandum to the Account Debtor in the appropriate amount, and (iii) provide a copy of such credit memorandum to Bank, upon request from Bank. In the event any attempted return occurs after the occurrence and during the continuance of any Event of Default, Borrower shall hold the returned Inventory in trust for Bank, and immediately notify Bank of the return of the Inventory.

  • Tax Returns and Elections The Company shall cause to be prepared and timely filed all federal, state and local income tax returns or other returns or statements required by applicable law. As soon as reasonably practicable after the end of each fiscal year of the Company, the Company shall cause to be prepared and delivered to the Member all information with respect to the Company necessary for the Member’s federal and state income tax returns.

  • Taxes and Returns (a) Each Target Company has or will have timely filed, or caused to be timely filed, all Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established in accordance with GAAP. Schedule 4.14(a) sets forth each jurisdiction in which each Target Company files or is required to file a Tax Return. Each Target Company has complied with all applicable Laws relating to Tax. (b) There is no current pending or, to the Knowledge of the Company, threatened Action against a Target Company by a Governmental Authority in a jurisdiction where the Target Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (c) No Target Company is being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against a Target Company in respect of any Tax, and no Target Company has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials have been established). (d) There are no Liens with respect to any Taxes upon any Target Company’s assets, other than Permitted Liens. (e) Each Target Company has collected or withheld all Taxes currently required to be collected or withheld by it, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future payment when due. (f) No Target Company has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are no outstanding requests by a Target Company for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return. (g) No Target Company has made any change in accounting method or received a ruling from, or signed an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing. (h) No Target Company has any Liability for the Taxes of another Person (other than another Target Company) (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise. No Target Company is a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement, arrangement or practice with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on the Company or its Subsidiaries with respect to any period following the Closing Date. (i) No Target Company has requested, or is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any such request outstanding.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!