Returns for Periods Through the Closing Date. Seller will include the income and loss of Split-Off Subsidiary (including any deferred income triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19) on Seller’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Split-Off Subsidiary agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of Split-Off Subsidiary, and both Seller and Split-Off Subsidiary agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Seller, Split-Off Subsidiary and Buyer agrees to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Shares on Split-Off Subsidiary’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Split-Off Subsidiary during the Pre-Closing Period or on the Closing Date after Buyer’s purchase of the Shares. Split-Off Subsidiary will furnish tax information to Seller for inclusion in Seller’s consolidated federal income tax return for the period which includes the Closing Date in accordance with Split-Off Subsidiary’s past custom and practice.
Returns for Periods Through the Closing Date. Buyer shall not cause or permit Split-Off Subsidiary to take or undertake any transactions outside the ordinary course of business on the Closing Date occurring on the Closing Date after Buyer’s purchase of the Shares. . Split-Off Subsidiary will promptly furnish tax information to Seller for inclusion in Seller’s consolidated federal income tax return for the Pre-Closing Period as requested by Seller. Buyer and Split-Off Subsidiary shall not file or amend any Tax return relating to any Tax period or portion thereof before the closing, make any Tax election with effect prior to or at the Closing or take any other action that could affect the Tax liability of Seller or PrivateCo or any of their Affiliates (including, solely for this purpose, Split-Off Subsidiary prior to the Closing). Split-Off Subsidiary shall waive any carryback of losses or other Tax attributes from periods following the Closing to periods prior to the Closing.
Returns for Periods Through the Closing Date. Assignor will include the income and loss of Assignor on Assignor’s federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Assignor will include the income and loss of Assignee on Assignee’s federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Assignor and Assignee agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing based on a closing of the books of Assignor and Assignee, respectively, and both Assignor and Assignee agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Assignor and Assignee agree to report all transactions not in the ordinary course of business occurring on the Closing Date after the Closing on Assignor’s and Assignee’s tax returns, as appropriate, to the extent permitted by applicable federal tax law. Assignee agrees to indemnify Assignor for any additional tax owed by Assignor (including tax owed by Assignor due to this indemnification payment) resulting from any transaction engaged in by Assignee or Assignor (not related to the Assignment) during the Pre-Closing Period or on the Closing Date before the Closing. Assignee will furnish tax information to Assignor for inclusion in Assignor’s consolidated federal income tax return for the period which includes the Closing Date in accordance with Assignee’s past custom and practice.
Returns for Periods Through the Closing Date. Seller will include the income and loss of Custom Craft (including any deferred income triggered into income by Reg. ss.1.1502-13 and any excess loss accounts taken into income under Reg. ss.1.1502-19) on Seller's consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Custom Craft agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the "Pre-Closing Period") and the period after Closing (the "Post-Closing Period") based on a closing of the books of Custom Craft and both Seller and Custom Craft agree not to make an election under Reg. ss.1.1502-76(b)(2)(ii) to ratably allocate the year's items of income, gain, loss, deduction and credit. Seller, Custom Craft and Purchaser agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Purchaser's purchase of the Shares on Custom Craft's tax returns to the extent permitted by Reg. ss.1.1502-76(b)(1)(ii)(B). Purchaser agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Custom Craft not in the ordinary course of business occurring on the Closing Date after Purchaser's purchase of the Shares. Custom Craft will furnish tax information to Seller for inclusion in Seller's consolidated federal income tax return for the period which includes the Closing Date in accordance with Custom Craft's past custom and practice.
Returns for Periods Through the Closing Date. Seller will include the income and loss of MCI (including any deferred income triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19) on Seller’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and MCI agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of MCI and both Seller and MCI agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Seller, MCI and Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Shares on MCI’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Buyer agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by MCI during the Pre-Closing Period or on the Closing Date after Buyer’s purchase of the Shares. MCI will furnish tax information to Seller for inclusion in Seller’s consolidated federal income tax return for the period which includes the Closing Date in accordance with MCI’s past custom and practice.
Returns for Periods Through the Closing Date. Seller will include the income of the Company (including any deferred income triggered into income by Treasury Reg. ss.1.1502-13
Returns for Periods Through the Closing Date. SCG will include the income of each of the SCG Subsidiaries (including any deferred income 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) on the SCG consolidated Tax Returns for all periods through the Merger Closing and pay any Taxes attributable to such income. Each SCG Subsidiary will furnish Tax information to SCG for inclusion in SCG's consolidated Tax Returns for the period which includes the date of the Merger Closing in accordance with each SCG Subsidiary's past custom and practice. SCG will allow PTR a reasonable opportunity to review and comment upon such Tax Returns (including any amended returns) prior to their being filed to the extent that they relate to any SCG Subsidiary. Without the consent of PTR, SCG will take no position on such returns that relate to any SCG Subsidiary that would be inconsistent with prior positions taken by SCG. The income of each SCG Subsidiary will be apportioned to the period up to and including the Merger Closing date and the period after the Merger Closing date by closing the books of each SCG Subsidiary as of the end of the Merger Closing date.
Returns for Periods Through the Closing Date. GTC will include the income of the Company and its consolidated Subsidiaries (including any deferred income triggered into income by Treasury Regulations Section 1.1502-13 and Treasury Regulations Section 1.1502-14 and any excess loss accounts taken into income under Treasury Regulations Section 1.1502-19) on the GTC consolidated federal Tax Returns for all periods up to and including the Closing Date and pay any federal Taxes required to be paid. The Company and its Subsidiaries will furnish Tax information to GTC for inclusion in GTC's federal consolidated Tax Return for the period which includes the Closing Date in accordance with the Company's past custom and practice. The income of the Company and its Subsidiaries will be apportioned to the period through and including the Closing Date and to the period after the Closing Date by closing the books of the Company and its Subsidiaries as of the end of the date immediately prior to the Closing Date.
Returns for Periods Through the Closing Date. Parent shall include the income of IBEX (including any deferred items triggered into income by Reg. §1.1502-13 and any excess loss account taken into income under Reg. §1.1502-19) on Parent’s consolidated federal Income Tax Returns for all periods through the end of the Closing Date and pay any federal Income Taxes attributable to such income. IBEX shall furnish Tax information to Parent for inclusion in Parent’s federal consolidated Income Tax Return for the period that includes the Closing Date in accordance with past custom and practice of IBEX. The income of IBEX shall be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of IBEX as of the end of the Closing Date.
Returns for Periods Through the Closing Date. The Seller will include the income of the Company and the Company Subsidiaries (including any deferred income triggered into income by Treasury Regulation ss. 1.1502-13 and ss. 1.1502-14 and any income, gain, loss, deduction or other tax item resulting from the Elections (as described in Section 8.9(a)) on the Seller's consolidated unitary, combined or other income Tax Returns for all periods through the Closing Date and pay any income tax attributable to such income. The Buyer shall cause the Company and the Company Subsidiaries to furnish Tax information to the Seller for inclusion in the Seller's consolidated unitary, combined or other income Tax Return for the period which includes the Closing Date in accordance with the past custom and practice of the Company and the Company Subsidiaries. The Seller will allow the Buyer an opportunity to review and comment upon such Tax Returns (including any amended returns) to the extent that they relate to the Company and the Company Subsidiaries. The Seller will take no position on such returns that relate to the Company and the Company Subsidiaries that is inconsistent with prior practice and that would adversely affect the Company and the Company Subsidiaries after the Closing Date. The income of the Company and the Subsidiaries will be apportioned to the period up to and including the Closing Date and the period after the Closing Date by closing the books of the Company and the Company Subsidiaries as of the end of the Closing Date.
