Return Filing. (i) MS shall prepare and file, or cause to be prepared and filed, Consolidated Federal Returns for which the Consolidated Group is required or permitted to file a Consolidated Federal Return using, inter alia, information provided by MSCI. MSCI shall provide MS with all necessary information to file a Consolidated Federal Return not later than 45 days after MS’s fiscal year-end and shall respond promptly to all information requests, but in no event more than two business days following a request. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated Federal Returns. All Tax elections shall be at the sole discretion of MS provided, however, that MSCI shall be entitled to direct MS to make any and all Tax elections that exclusively affect the MSCI Group, subject to MS’s consent. All income tax computations performed on a consolidated basis will be performed or approved by MS. MS shall not change any method of accounting that relates exclusively to the MSCI Group for any Tax purpose if such change adversely affects the MSCI Group unless such change is required by law. MS shall notify and discuss with MSCI prior to the filing of a Consolidated Federal Return any potential material differences in the information provided by MSCI to be used in the preparation of such Consolidated Federal Return and the position MS intends to take on such Consolidated Federal Return.
(ii) MS shall pay, or cause to be paid, and, subject to the provisions of Section 3(b), shall be responsible for, any and all federal income taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated Federal Return.
(iii) In the event a Consolidated Federal Return is not filed, each relevant member of the MS Group and MSCI Group shall be responsible for (i) filing its own Pre-Deconsolidation Period Return in respect of federal income taxes as a separate entity, including requests for extension, as if this Agreement were not in effect and (ii) making Tax payments (including estimated Tax payments, if necessary). Each such member filing a Return as a separate entity shall be entitled to any Tax Benefit and shall be liable for any Tax burden resulting from the filing of such separate Return.
Return Filing. (i) Distributing shall prepare and file, or cause to be prepared and filed, Consolidated State Returns for which a Consolidated Group is required or permitted to file a Consolidated State Return using, inter alia, information previously provided by Controlled. Controlled shall provide Distributing with all necessary information to file a Consolidated State Return not later than 21 days before such return is due. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated State Returns. All Tax elections shall be made at the discretion of Distributing. All Tax computations performed on a combined, consolidated or unitary basis will be performed or approved by Distributing. To the extent reasonably practicable, Distributing shall notify and discuss with Controlled prior to the filing of a Consolidated State Return any potential material differences in the information provided by Controlled to be used in the preparation of such Consolidated State Return and the position Distributing intends to take on such Consolidated Federal Return. Not later than 15 days after filing a Consolidated State Return, Distributing shall inform Controlled in writing of any position taken on such Consolidated State Return that is materially different from the information provided by Controlled to be used in the preparation of such Consolidated State Return.
(ii) Distributing shall pay, or cause to be paid, and, subject to the provisions of Section 4(b), shall be responsible for, any and all income taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated State Return.
(iii) In the event a Consolidated State Return is not filed, each relevant member of the Distributing Group and Controlled Group shall be responsible for (A) filing its own Return as a separate entity, or its own Return in respect of state and local income Taxes relating to a group consisting solely of members of the Distributing Group or members of the Controlled Group, as the case may be, on behalf of the separate group, in each case including requests for extension, as if this Agreement were not in effect and (B) making Tax payments (including estimated Tax payments, if necessary). Each such member filing a Return as a separate entity shall be entitled to any Tax benefit and shall be liable for any Tax burden resulting from the filing of such separate Retu...
Return Filing. (i) Distributing shall prepare and file, or cause to be prepared and filed, Consolidated Federal Returns for which the Consolidated Group is required or permitted to file a Consolidated Federal Return using, inter alia, information previously provided by Controlled. Controlled shall maintain all necessary information to file a Consolidated Federal Return and shall provide Distributing with all such necessary information in accordance with past practice and in no event later than 45 days before such return is due. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated Federal Returns.
(ii) To the extent that Controlled or any member of the Controlled Group is included in any Consolidated Federal Return for a Taxable period that includes the Distribution Date, Distributing shall include in such Consolidated Federal Return the results of Controlled or of the member of the Controlled Group on the basis of the Closing of the Books Method.
(iii) Subject to the provisions of Sections 3(b), 6 and 7, Distributing shall pay, or cause to be paid, any and all federal income Taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated Federal Return filed in accordance with Section 3(a)(i).
Return Filing. (i) Distributing shall prepare and file, or cause to be prepared and filed, Consolidated State Returns for which the Consolidated Group is required or permitted to file a Consolidated State Return using, inter alia, information previously provided by Controlled. Controlled shall maintain all necessary information to file a Consolidated State Return and shall provide Distributing with all such necessary information in accordance with past practice and in no event later than 45 days before such return is due. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated State Returns.
(ii) To the extent that Controlled or any member of the Controlled Group is included in any Consolidated State Return for a Taxable period that includes the Distribution Date, Distributing shall include in such Consolidated State Return the results of Controlled or of the member of the Controlled Group on the basis of the Closing of the Books Method.
(iii) Subject to the provisions of Sections 4(b), 6 and 7, Distributing shall pay, or cause to be paid, any and all income Taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated State Return filed in accordance with Section 4(a)(i).
(iv) In the event a Consolidated State Return is not filed, each relevant member of the Distributing Group and Controlled Group shall be responsible for (A) filing its own Return as a separate entity in respect of state and local income Taxes, or its own Return in respect of state and local income Taxes relating to a group consisting solely of members of the Distributing Group or members of the Controlled Group, as the case may be, on behalf of the separate group, in each case including requests for extension, as if this Agreement were not in effect and (B) making Tax payments (including estimated Tax payments, if necessary). Each such member filing a Return as a separate entity pursuant to this Section 4(a)(iv) shall be entitled to any Tax benefit and shall be liable for any Tax burden resulting from the filing of such separate Return.
Return Filing. (i) FRP shall have the exclusive obligation and right to prepare and file, or cause to be prepared and filed, Consolidated Federal Returns for which the Consolidated Group is required or permitted to file a Consolidated Federal Return for any Pre-Deconsolidation Period, using, inter alia, information previously provided by Patriot. Patriot shall maintain all necessary information to file a Consolidated Federal Return and shall provide FRP with all such necessary information in accordance with past practice and in no event later than 45 days before such return is due. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated Federal Returns.
(ii) To the extent that Patriot or any member of the Patriot Group is included in any Consolidated Federal Return for a Taxable period that includes the Distribution Date, FRP shall include in such Consolidated Federal Return the results of Patriot or of the member of the Patriot Group on the basis of the Closing of the Books Method.
(iii) Subject to the provisions of Sections 3(b), 6 and 7, FRP shall pay, or cause to be paid, any and all federal income Taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated Federal Return filed in accordance with Section 3(a)(i).
Return Filing. (i) FRP shall prepare and file, or cause to be prepared and filed, Consolidated State Returns for which the Consolidated Group is required or permitted to file a Consolidated State Return using, inter alia, information previously provided by Patriot. Patriot shall maintain all necessary information to file a Consolidated State Return and shall provide FRP with all such necessary information in accordance with past practice and in no event later than 45 days before such return is due. Each member of the Consolidated Group shall execute and file such consents, elections and other documents as may be required or appropriate for the filing of such Consolidated State Returns.
(ii) To the extent that Patriot or any member of the Patriot Group is included in any Consolidated State Return for a Taxable period that includes the Distribution Date, FRP shall include in such Consolidated State Return the results of Patriot or of the member of the Patriot Group on the basis of the Closing of the Books Method.
(iii) Subject to the provisions of Sections 4(b), 6 and 7, FRP shall pay, or cause to be paid, any and all income Taxes due or required to be paid with respect to, or required to be reported on, any such Consolidated State Return filed in accordance with Section 4(a)(i).
(iv) In the event a Consolidated State Return is not filed, each relevant member of the FRP Group and Patriot Group shall be responsible for (A) filing its own Return as a separate entity in respect of state and local income Taxes, or its own Return in respect of state and local income Taxes relating to a group consisting solely of members of the FRP Group or members of the Patriot Group, as the case may be, on behalf of the separate group, in each case including requests for extension, as if this Agreement were not in effect and (B) making Tax payments (including estimated Tax payments, if necessary). Each such member filing a Return as a separate entity pursuant to this Section 4(a)(iv) shall be entitled to any Tax benefit and shall be liable for any Tax burden resulting from the filing of such separate Return.
Return Filing. Sellers’ Representative shall be responsible for correctly preparing all required Tax Returns for Company, for the taxable periods ending on or before the Closing Date (the “S Corp Periods”). Sellers shall pay the cost of the preparation of such Tax Returns. In preparing such Tax Returns for the S Corp Periods, Sellers’ Representative shall not deviate from the manner in which any item of income or expense of Company was reported in prior years, except as required by law. Such Tax Returns shall be submitted to Purchaser for review at least 30 days prior to the filing date or any extension thereof for any such Tax Return. All Tax Returns that are required to be filed pursuant to this Section 8.2 shall not be filed without the prior approval of Purchaser and/or Company as appropriate, which approval shall not be unreasonably withheld. Company and/or Purchaser, as appropriate, shall execute and deliver such Tax Returns to Sellers’ Representative who shall file such Tax Returns on or before the due dates thereof and, the Sellers shall pay the correct amounts due thereof (including, but not limited to, any Tax attributable to the Section 338(h)(10) Election (if made), which includes any Tax arising under Section 1374 or similar provision, and any Tax imposed on the Company (entity-level taxes)).
Return Filing. The Tax Preparer will file the Client's tax returns electronically or by mail, as appropriate.
Return Filing
