Tax Sharing Payments. 1. For each Tax year for which a Parent Entity files, or is required to file, a Combined Tax Return on or after the date hereof, Holding shall, or shall cause the applicable Parent Entity to, timely prepare, or cause to be prepared, a Pro Forma Company Return for each relevant Company Group for such year (including, if necessary, preparing Pro Forma Company Returns for prior years). Each such Pro Forma Company Return shall include only the items of income, deduction, gain, loss and credit of the members of the Company Group that join in the filing of such Combined Tax Return, and shall be prepared in a manner consistent with the elections, methods of accounting, and positions with respect to specific items made or used by such Parent Entity for purposes of such Combined Tax Return. Each such Pro Forma Company Return shall reflect any carryovers of net operating losses, net capital losses, excess tax credits or other tax attributes from Pro Forma Company Returns with respect to the same Combined Tax for prior years assuming that members of such Company Group had not been in existence before the date hereof, which carryovers could have been utilized by the Company Group if such Company Group had never been included in the relevant Combined Tax Group, but only to the extent such Parent Entity utilizes such carryovers. For purposes of this Article III, Section 1, (a) a carryover will be treated as utilized by a Parent Entity to the extent that the Tax liability of the relevant Combined Tax Group determined taking into account such carryover is less than the Tax liability of such Combined Tax Group determined without giving effect to such carryover, (b) any provision of the Code that requires consolidated computations, such as sections 861 and 1231, and any similar provision with respect to any other Combined Tax, shall be applied separately to the Company Group for purposes of preparing the Pro Forma Company Return and (c) Treasury Regulations section 1.1502-13, and any similar provisions with respect to any other Combined Tax, shall be applied as if the Company Group were not a part of the relevant Combined Tax Group. The Pro Forma Company Return shall be provided to the Company no later than 10 days before the Due Date for filing the relevant Combined Tax Return.
Tax Sharing Payments. (a) If any Genworth Company (other than any Genworth Company that is a party to the GEFAHI Tax Allocation Agreement or the GECC Tax Allocation Agreement for such Taxable Year) is included in the GE Consolidated Return for any Taxable Year ending on or after December 31, 2003, then Genworth will make a tax sharing payment to GE (or, notwithstanding Section 7(a), GE will make a tax sharing payment to Genworth) for such Taxable Year determined in a manner consistent with tax sharing practices existing as of the date of this Agreement (as determined in the reasonable discretion of GE); provided, however, that any amount payable pursuant to such existing tax sharing practices will be determined for all purposes of this Section 5 without taking into account any Transaction Taxes (determined for purposes of this proviso without regard to Section 3(a)(2)(ii)(A) and (B)).
Tax Sharing Payments. Any payment made by members of the HCM Group prior to the Distribution Date under any agreement, whether or not written, in respect of the sharing of Taxes shall be credited to the HCM Group. On the Distribution Date HCM was required to make a Tax sharing payment to Comdata in an amount estimated to equal the amount payable by HCM under this Agreement in respect of the current Taxable Year through the Distribution Date, taking into account any previous Tax sharing payments made by members of the HCM Group in respect of the current Taxable Year. Following the Distribution Date, but in all events not later than sixty (60) days after the Distribution Date, Comdata and HCM were required to negotiate in good faith and agree upon a final calculation of the payment that should have been made on the Distribution Date based on the then available information, and (i) if such amount was greater than the actual payment made on the Distribution Date, HCM was required to pay such excess to Comdata and (ii) if such amount was less than the actual payment made on the Distribution Date, Comdata was required to pay the difference to HCM.
Tax Sharing Payments. (a) Notwithstanding anything to the contrary contained herein, as of the date hereof, (i) Seller shall, and shall cause its Affiliates (including the Acquired Companies) to, take such actions as may be necessary to terminate all contracts and agreements between the Acquired Companies, on the one hand, and Seller or any Affiliate of Seller (other than the Acquired Companies), on the other hand, relating to Tax allocation, sharing or paying agreements (including the Tax Sharing Agreement), and none of Seller or its Affiliates shall have any continuing obligation to the Acquired Companies (or vice versa) under the Tax Sharing Agreement after the date hereof (other than any such obligations pursuant to this Agreement). Such termination shall be effective as of the Accounts Date.
Tax Sharing Payments. The Borrower will not, and will not -------------------- permit any of its Subsidiaries to, make any tax sharing payments to Holdings which, when aggregated with all other tax sharing payments made by the Borrower and its Subsidiaries in any Fiscal Quarter, would exceed the estimated quarterly tax sharing payments required to be made pursuant to the tax sharing agreement heretofore delivered to the Lenders pursuant to this Agreement; provided that, -------- in any event and at all times, no tax sharing payment may be paid when any Default has occurred and is continuing or would occur after giving effect thereto.
Tax Sharing Payments. No later that ninety (90) days after the Closing, Buyer shall remit to Seller an amount equal to payments due to Seller by the Acquired Companies for any fiscal period ending on or prior to the Closing Date pursuant to the Tax Sharing Agreement.
Tax Sharing Payments. (a)(i) (A) Within thirty (30) days after each of the first (1st) three (3) anniversaries of the Closing Date, Purchaser shall pay to Seller an amount equal to the Target Pre-Option Annual Tax Sharing Amount.
Tax Sharing Payments. Aquila shall pay to UtiliCorp no later than 60 days after the date on which a UtiliCorp Consolidated Return for any taxable year is filed, an amount equal to the sum of (i) the Federal Income Tax liability shown on the Aquila Pro Forma Return prepared for that taxable year and (ii) consistent with the additions to tax asserted with respect to the UtiliCorp Consolidated Return, the additions to tax, if any under Section 6655 of the Code that would have been imposed upon Aquila (treating the amount due to UtiliCorp under (i) above as Aquila's federal income tax liability and treating any Estimated Tax Sharing Payments as estimated tax payments with respect to such liability), reduced by the sum of the Estimated Tax Sharing Payments. If the Estimated Tax Sharing Payments paid to UtiliCorp for any taxable year exceed the amount of the liability under the preceding sentence, UtiliCorp shall refund such excess to Aquila within 45 days after completion of the Aquila Pro Forma Return.
Tax Sharing Payments. Section 7.2.16 of the Credit Agreement is hereby amended to state in its entirety as follows:
Tax Sharing Payments. The Borrower will not, and will not permit any of its Pledged Subsidiaries to make, any tax sharing payments to Holdings in excess of the Maximum Available Amount."
