Common use of Group Tax Returns Clause in Contracts

Group Tax Returns. Where a Sold Entity is a member of a consolidated, combined, unitary or affiliated group or in a fiscal unity with Seller or their Affiliates (other than the Sold Entities) for any taxable period (or portion thereof) ending before the Closing Date, Seller or its Affiliates (other than the Sold Entities) (i) shall, if required or permitted by applicable Law, use any of their losses, credits or other tax attributes to reduce the Tax liability of the Sold Entity for taxable periods (or portions thereof) ending before the Closing Date and (ii) may, if required or permitted by applicable Law, use any losses, credits or other tax attributes of the Sold Entity arising in a taxable period (or portion thereof) ending before the Closing Date to reduce their own Tax liability and shall not be required to compensate the Sold Entity or Purchaser for any such losses, credits or other tax attributes.

Appears in 3 contracts

Samples: Share and Asset Purchase Agreement, Share and Asset Purchase Agreement (Federal-Mogul Holdings Corp), Share and Asset Purchase Agreement (Federal-Mogul Holdings Corp)

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Group Tax Returns. Where a Sold Transferred Entity is a member of a consolidated, combined, unitary or affiliated group or in a fiscal unity with Seller Sellers or their Affiliates (other than the Sold Transferred Entities) for any taxable period (or portion thereof) ending before the Closing Date, Seller Sellers or its their Affiliates (other than the Sold Transferred Entities) (i) shall, if required or permitted by applicable Lawlaw, use any of their losses, credits or other tax attributes to reduce the Tax liability of the Sold Transferred Entity for taxable periods (or portions thereof) ending before the Closing Date and (ii) may, if required or permitted by applicable Lawlaw, use any losses, credits or other tax attributes of the Sold Transferred Entity arising in a taxable period (or portion thereof) ending before the Closing Date to reduce their own Tax liability and shall not be required to compensate the Sold Transferred Entity or Purchaser for any such losses, credits or other tax attributes.

Appears in 2 contracts

Samples: Stock and Asset Purchase Agreement (Federal-Mogul Holdings Corp), Stock and Asset Purchase Agreement (Federal Mogul Corp)

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