Seller Consolidated Returns Sample Clauses

Seller Consolidated Returns. Seller shall prepare or cause to be prepared and file or cause to be filed all Seller Consolidated Returns and shall pay all Taxes owed with respect to such Seller Consolidated Returns.
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Seller Consolidated Returns. Notwithstanding any other provision of this Agreement, (a) Seller shall, subject to this Section 8.5, be entitled to control in all respects, and neither Purchasers nor any of their Affiliates shall be entitled to participate in, any Tax Proceeding with respect to any consolidated, combined or unitary Tax Return that includes Seller and (b) Seller shall not be required to provide any Person with any consolidated, combined or unitary Tax Return or copy thereof that includes Seller; provided, however, that to the extent that such Tax Returns would be required to be delivered to Purchasers and would be subject to Purchasers’ review and approval pursuant to this Agreement but for this Section 8.5, the Person that would be required to deliver such Tax Returns shall instead deliver pro forma Tax Returns relating solely to the relevant Trayport Company and allow Purchasers to review and approve such pro forma Tax Returns (such approval not to be unreasonably withheld), and Seller shall reflect Purchasers’ reasonable comments to such pro forma Tax Returns on the Tax Returns actually filed with Taxing Authorities.
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Seller Consolidated Returns. Notwithstanding anything in this Agreement to the contrary, Seller shall retain all rights with respect to any Seller Consolidated Return (including the right to prepare, file and defend any Seller Consolidated Return, including in any Tax audit or other Proceeding), and Purchaser shall have no rights with respect thereto, including any right to access or to review any Seller Consolidated Return. “Seller Consolidated Return” means any Tax Return of a Seller Consolidated Group (including any related books, information, records or documentation).
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Seller Consolidated Returns. Notwithstanding any other provision, (a) except to the extent set forth in Section 7.6, Seller shall be entitled to control in all respects, and neither Buyer nor any of its Subsidiaries or Affiliates shall be entitled to participate in, any Tax Proceeding with respect to any Subchapter S Return or any consolidated, combined or unitary Tax Return that includes Seller or any Continuing Affiliate and (b) Seller and its Subsidiaries and Affiliates shall not be required to provide any Person with any Subchapter S Return or any consolidated, combined or unitary Tax Return or copy thereof that includes Seller or any other Continuing Affiliate (provided, however, that to the extent that such Tax Returns would be required to be delivered but for this Section 7.10(b), the Person that would be required to deliver such Tax Returns shall instead deliver pro forma Tax Returns relating solely to the Business Entities).
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Seller Consolidated Returns. Notwithstanding any other provision of this Agreement but subject to Section 6.3, (a) Seller shall be entitled to control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in, any Tax Proceeding with respect to any consolidated, combined or unitary Tax Return that includes Seller or any of its Affiliates and (b) Seller shall not be required to provide any person with any consolidated, combined or unitary Tax Return or copy thereof that includes Seller or any of its Affiliates (provided, however, that to the extent that such Tax Returns would be required to be delivered but for this Section 6.9, the person that would be required to deliver such Tax Returns shall instead deliver pro forma Tax Returns relating solely to the Company).
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Seller Consolidated Returns. Notwithstanding any other provision of this Agreement, (a) Seller Parent or Seller shall be entitled to control in all respects, and neither Buyer nor any of its Affiliates shall be entitled to participate in, the conduct or defense of any Tax Claim with respect to any consolidated, combined or unitary Tax Return that includes Seller Parent, Seller or any of their respective Subsidiaries and (b) neither Seller Parent nor Seller shall be required to provide any person with any consolidated, combined or unitary Tax Return or copy thereof that includes Seller Parent or Seller (provided, however, that to the extent that such Tax Returns would be required to be delivered but for this Section 8.11, the person that would be required to deliver such Tax Returns shall instead deliver, at Buyer’s option, pro forma Tax Returns relating solely to the Company or any Controlled Affiliate or the portion of such Tax Returns applicable solely to the Company or any Controlled Affiliate or both).
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Related to Seller Consolidated Returns

  • Consolidated Returns CAC, the Seller and the Issuer are members of an affiliated group within the meaning of Section 1504 of the Internal Revenue Code which will file a consolidated federal income tax return at all times until the termination of the Basic Documents.

  • Tax Returns; Taxes (a) Except as otherwise disclosed on Schedule 4.15(a): (i) all Tax Returns of the Company and each Subsidiary due to have been filed through the date hereof in accordance with any applicable Law have been duly filed and are correct and complete in all material respects; (ii) all Taxes, deposits of Taxes or other payments relating to Taxes due and owing by the Company and each Subsidiary (whether or not shown on any Tax Return) have been paid in full; (iii) there are not now any extensions of time in effect with respect to the dates on which any Tax Returns of the Company or any Subsidiary were or are due to be filed; (iv) all deficiencies asserted as a result of any examination of any Tax Returns of the Company or any Subsidiary have been paid in full, accrued on the books of the Company or a Subsidiary, as applicable, or finally settled, and no issue has been raised in any such examination which, by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency for any other period not so examined; (v) no claims have been asserted and no proposals or deficiencies for any Taxes of the Company or any Subsidiary are being asserted, proposed or, to the Knowledge of any Member, threatened, and no audit or investigation of any Tax Return of the Company or any Subsidiary is currently underway, pending or, to the Knowledge of any Member, threatened; (vi) no claim has ever been made by a Taxing authority in a jurisdiction in which the Company or any Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; (vii) the Company and each Subsidiary has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, equity holder or other third party; (viii) there are no outstanding waivers or agreements by or on behalf of the Company or any Subsidiary for the extension of time for the assessment of any Taxes or deficiency thereof, nor are there any requests for rulings, outstanding subpoenas or requests for information, notice of proposed reassessment of any property owned or leased by the Company or any Subsidiary or any other matter pending between the Company or any Subsidiary and any Taxing authority; (ix) there are no Liens against any assets or property of the Company or any of its Subsidiaries for Taxes (other than Liens for Taxes which are not yet due and payable), nor are there any such Liens for Taxes which are pending or, to the Knowledge of any Member, threatened; (x) neither the Company nor any Subsidiary is a party to any Tax allocation, sharing or indemnification agreement under which the Company or any Subsidiary will have any Liability after the Closing; (xi) neither the Company nor any Subsidiary has any Liability for the Taxes of any Person (other than for itself) under U.S. Treasury Regulations Section 1.1502-6 (or any similar provision of Law), as a transferee or successor, by contract, or otherwise; and (xiii) the Company and each Subsidiary has at all times used proper accounting methods and periods in computing their Tax Liability.

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

  • INCOME TAX RETURNS Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Tax Returns Except as set forth on Schedule 3.13:

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

  • Tax Return “Tax Return” shall mean any return (including any information return), report, statement, declaration, estimate, schedule, notice, notification, form, election, certificate or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company.

  • Separate Returns In the case of any Tax Contest with respect to any Separate Return, the Party having the liability for the Tax pursuant to Article II hereof shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

  • Joint Returns In the case of any Tax Contest with respect to any Joint Return, Parent shall have the sole responsibility and right to control the prosecution of such Tax Contest, including the exclusive right to communicate with agents of the applicable Taxing Authority and to control, resolve, settle, or agree to any deficiency, claim, or adjustment proposed, asserted, or assessed in connection with or as a result of such Tax Contest.

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