Common use of Tax Consolidation Clause in Contracts

Tax Consolidation. The Borrower shall not file or consent to or permit the filing of any consolidated income tax return on behalf of it or any of its Subsidiaries with any Person (other than a consolidated return for the group of which Parent is the common parent). The Borrower shall not, and shall not permit any Subsidiary to, enter into any agreement with any Person which would cause the Borrower or such Subsidiary to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower’s Subsidiaries).

Appears in 2 contracts

Samples: Revolving Credit Agreement (Sheridan Group Inc), Revolving Credit Agreement (Sheridan Group Inc)

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Tax Consolidation. The Borrower shall will not and will not permit any ----------------- of its Subsidiaries to (a) file or consent to or permit the filing of any consolidated consolidated, combined or unitary income tax return on behalf of it or any of its Subsidiaries with any Person (other than a consolidated return for the group of which Parent is the common parent). The Borrower shall notand its Subsidiaries or (b) amend, and shall not permit terminate or fail to enforce any Subsidiary to, enter into any existing tax sharing agreement with any Person which or similar arrangement if such action would cause the Borrower or such Subsidiary to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower’s Subsidiaries)Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (Fund American Enterprises Holdings Inc)

Tax Consolidation. The Borrower shall will not and will not permit any ----------------- of its Subsidiaries to (a) file or consent to or permit the filing of any consolidated consolidated, combined or unitary income tax return on behalf of it or any of its Subsidiaries with any Person (other than a consolidated return for the group of which Parent is the common parent). The Borrower shall notand its Subsidiaries or (b) amend, and shall not permit terminate or fail to enforce any Subsidiary to, enter into any existing tax sharing agreement with any Person which or similar arrangement if such action would cause the Borrower or such Subsidiary to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower’s Subsidiaries)Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Fund American Enterprises Holdings Inc), Credit Agreement (Fund American Enterprises Holdings Inc)

Tax Consolidation. The Borrower shall will not file or consent to or permit the filing of any consolidated income tax return on behalf of it or any of its Restricted Subsidiaries with any Person (other than a consolidated return for of the group of which Parent is the common parentBorrower and its Restricted Subsidiaries). The Borrower shall will not, and shall will not permit any Subsidiary of its Restricted Subsidiaries to, enter into any agreement with any Person which would cause the Borrower or any of such Subsidiary Restricted Subsidiaries to bear more than the amount of taxes Taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower’s Borrower and its Restricted Subsidiaries).

Appears in 2 contracts

Samples: Credit Agreement (New Enterprise Stone & Lime Co., Inc.), Credit Agreement (New Enterprise Stone & Lime Co., Inc.)

Tax Consolidation. The Borrower shall will not file or consent to or permit the filing of any consolidated income tax return on behalf of it or any of its Subsidiaries with any Person (other than a consolidated return for of Parent, Holdings, the group of which Parent is the common parentBorrower and its Subsidiaries). The Borrower shall will not, and shall will not permit any Subsidiary of its Subsidiaries to, enter into any agreement with any Person which would cause the Borrower or any of such Subsidiary Subsidiaries to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among Parent, Holdings, the Borrower’s Borrower and its Subsidiaries).

Appears in 1 contract

Samples: Credit Agreement (Greatbatch, Inc.)

Tax Consolidation. The Borrower shall not file or consent to or permit the filing of any consolidated income tax return on behalf of it or any of its Subsidiaries with any Person (other than a consolidated return for the group of which Parent is the common parent). The Borrower shall not, and shall not permit any Subsidiary to, enter into any agreement with any Person which would cause the Borrower or such Subsidiary to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower’s 's Subsidiaries).

Appears in 1 contract

Samples: Revolving Credit Agreement (Dingley Press, Inc.)

Tax Consolidation. The Borrower shall will not and will not permit any of its Subsidiaries to (a) file or consent to or permit the filing of any consolidated consolidated, combined or unitary income tax return on behalf of it or any of its Subsidiaries with any Person (other than a consolidated return for the group of which Parent is the common parent). The Borrower shall not, and shall not permit any Subsidiary to, enter into any agreement with any Person which would cause the Borrower and its Subsidiaries, except as may be required by any state taxing authority, or such Subsidiary (b) amend, terminate or fail to bear more than enforce the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower’s Subsidiaries)Tax Sharing Agreement.

Appears in 1 contract

Samples: Credit Agreement (Rawlings Sporting Goods Co Inc)

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Tax Consolidation. The Each Borrower shall not file or consent to or permit the filing of any consolidated income tax return on behalf of it or any of its Subsidiaries Subsidiary with any Person (other than a consolidated return for the group of which Parent Borrower is the common parent). The Each Borrower shall not, and shall not permit any Subsidiary to, enter into any agreement with any Person which would cause the such Borrower or such Subsidiary to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Parent Borrower’s Subsidiaries).

Appears in 1 contract

Samples: Revolving Credit Agreement (Sl Industries Inc)

Tax Consolidation. The No Borrower shall not will, nor will it permit any of its Subsidiaries to, file or consent to or permit the filing of any consolidated income tax return on behalf of it or any of its Subsidiaries with any Person (other than the Company or any of its Subsidiaries) unless that other Person shall have agreed in writing with the Borrowers that the Borrowers' liability with respect to taxes as a result of the filing of any such consolidated income tax return for the group of which Parent is the common parent). The Borrower shall not, and with such Person shall not permit be greater, nor the receipt of any Subsidiary totax benefits less, enter into any agreement with any Person which would cause the Borrower or such Subsidiary to bear more than the amount of taxes to which it they would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower’s Subsidiaries)Borrowers continued to file an unconsolidated income tax return.

Appears in 1 contract

Samples: Reducing Revolving Credit Agreement (Mac Frugals Bargains Close Outs Inc)

Tax Consolidation. The Borrower shall will not and will not permit any of its Subsidiaries to (a) file or consent to or permit the filing of any consolidated consolidated, combined or unitary income tax return on behalf of it or any of its Subsidiaries with any Person (other than a consolidated return for the group of which Parent is Borrower and its Subsidiaries or (b) amend, terminate or fail to enforce the common parent). The Borrower shall not, and shall not permit any Subsidiary to, Tax Sharing Agreement or enter into any other tax sharing agreement with any Person which would cause the Borrower or such Subsidiary to bear more than the amount of taxes to which it would have been subject had it separately filed (or filed as part of a consolidated return among the Borrower’s Subsidiaries)similar arrangement.

Appears in 1 contract

Samples: Credit Agreement (American Country Holdings Inc)

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