UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Goodrich shall prepare and timely file or cause to be prepared and xxxxxx filed all U.S. state and local Income Tax Returns (including amendments thereto) which (A) are required to be filed for any Pre-Distribution Taxable Period and include a member of the Goodrich Tax Group or a member of the EnPro Tax Group or (B) are rxxxxxxx to be filed for any Straddle Period and (I) relate to a member or members of the Goodrich Tax Group or their respective businesses, assets or activxxxxx, (II) relate to members of both the Goodrich Tax Group and the EnPro Tax Group or their respective busxxxxxxx, assets or activities but include any member of the EnPro Tax Group only for the period of time up to and including the Distribution Date or (III) relate to a member of the EnPro Tax Group for a period in which such member conducts or has conducted both an EnPro business and a non-EnPro business. EnPro hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Goodrich as its agent to take any and all actions necessary or incxxxxxxx to the preparation and filing of such U.S. state and local Income Tax Returns.
(ii) EnPro shall prepare and timely file or cause to be prepared and timely filed all U.S. state and local Income Tax Returns (including amendments thereto) which are required to be filed for any Straddle Period, relate to a member or members of the EnPro Tax Group or their respective businesses, assets or activities and are not the responsibility of Goodrich.
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Except as provided in Section 2.01(b)(ii), Rockwell shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) which include a member of the Rockwell Tax Group or a member of the Automotive Tax Group which are required to be filed for any Pre-Distribution Taxable Period or Straddle Period. Automotive hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Rockwell as its agent to take any and all actions necessary or incidental to the preparation and filing of such U.S. state and local Income Tax Returns.
(ii) Automotive shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) of RISSCO which are required to be filed for any Pre-Distribution Taxable Period or Straddle Period.
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Conexant shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a member of the Conexant/Washington Tax Group for any Pre-Distribution Taxable Period or Straddle Period or (B) a member of the Conexant Tax Group for any Post-Distribution Taxable Period. Alpha hereby irrevocably designates, and agrees to cause each of its affiliates to designate, Conexant as its agent to take any and all actions necessary or incidental to the preparation and filing of such U.S. state and local Income Tax Returns of members of the Washington Tax Group.
(ii) All U.S. state and local Income Tax Returns (including amendments thereto) with respect to the Washington Tax Group for Post-Distribution Taxable Periods shall be the responsibility of the Alpha Tax Group.
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. 2.1.2.1. Ambassadors shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) (i) which are required to be filed for any Pre-Distribution Taxable Period which include a member of the Ambassadors Group or a member of the Education Group and (ii) which are required to be filed for any Straddle Period which (a) relate to a member or members of the Ambassadors Group or their respective businesses, assets or activities, or (b) relate to members of each of the Ambassadors Group and the Education Group or their respective businesses, assets or activities. Education hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Ambassadors as its agent to take any and all actions necessary or incidental to the preparation and filing of such U.S. state and local Income Tax Returns.
2.1.2.2. All U.S. state and local Income Tax Returns (including amendments thereto) which relate to a member of the Education Group or their respective businesses, assets or activities for all Straddle Periods which are not the responsibility of the Ambassadors Group shall be the responsibility of the Education Group.
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Acacia shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a member of the Acacia/CombiMatrix Tax Group for any Pre-Distribution Taxable Period or Straddle Period including consolidated, combined and unitary Tax Returns including a member of the CombiMatrix Tax Group, (B) any member of the CombiMatrix Tax Group for any Pre-Distribution Period or Straddle Period in which it conducts or has conducted both an Acacia business and a CombiMatrix business or (C) a member of the Acacia Tax Group for any Post-Distribution Taxable Period. CombiMatrix hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Acacia as its agent to take any and all actions necessary or incidental to the preparation and filing of such U.S. state and local Income Tax Returns of members of the Acacia Tax Group.
(ii) All U.S. state and local Income Tax Returns (including amendments thereto) required to be filed in respect of a member of the CombiMatrix Tax Group which are not the responsibility of the Acacia Tax Group shall be the responsibility of the CombiMatrix Tax Group.
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Conexant shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a member of the Conexant/Mindspeed Tax Group for any Pre-Distribution Taxable Period or Straddle Period including consolidated, combined and unitary Tax Returns including a member of the Mindspeed Tax Group, (B) any member of the Mindspeed Tax Group for any Pre-Distribution Period or Straddle Period in which it conducts or has conducted both a Conexant business and a Mindspeed business or (C) a member of the Conexant Tax Group for any Post-Distribution Taxable Period. Mindspeed hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Conexant as its agent to take any and all actions necessary or incidental to the preparation and filing of such U.S. state and local Income Tax Returns of members of the Conexant Tax Group.
(ii) All U.S. state and local Income Tax Returns (including amendments thereto) required to be filed in respect of a member of the Mindspeed Tax Group which are not the responsibility of the Conexant Tax Group shall be the responsibility of the Mindspeed Tax Group.
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Rockwell shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) (A) which are required to be filed for any Pre-Distribution Taxable Period which include a member of the Rockwell Tax Group or a member of the Conexant Tax Group and (B) which are required to be filed for any Straddle Period which (I) relate to a member or members of the Rockwell Tax Group or their respective businesses, assets or activities, (II) relate to members of each of the Rockwell Tax Group (other than Rockwell Science Center, LLC, Rockwell Electronic Commerce Corporation and Rockwell Collxxx Xxxter Products Corporation) and the Conexant Tax Group or their respective businesses, assets or activities, or (III) relate to a member of the Conexant Tax Group for a period in which such member conducts or has conducted both a Conexant business and a non-Conexant business (other than a business being conducted by Rockwell Science Center, LLC, Rockwell Electronic Commerce Corporation and Rockwell Collxxx Xxxter Products Corporation). Conexant hereby irrevocably designates, and agrees to cause each of its affiliates to so designate, Rockwell as its agent to take any and all actions necessary or incidental to the preparation and filing of such U.S. state and local Income Tax Returns.
(ii) All U.S. state and local Income Tax Returns (including amendments thereto) which relate to a member of the Conexant Tax Group or their respective
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Conexant shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a member of the Conexant/Washington Tax Group for any Pre-Distribution Taxable Period or Straddle Period or (B) a member of the Conexant Tax Group for any Post-Distribution Taxable Period. Alpha hereby irrevocably designates, and agrees to cause each of its affiliates
(1) To be finalized by the parties in good faith based on the internal restructuring plan to be developed. to designate, Conexant as its agent to take any and all actions necessary or incidental to the preparation and filing of such U.S. state and local Income Tax Returns of members of the Washington Tax Group.
(ii) All U.S. state and local Income Tax Returns (including amendments thereto) with respect to the Washington Tax Group for Post-Distribution Taxable Periods shall be the responsibility of the Alpha Tax Group.
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Rockwell shall prepare and file or cause to be prepared and filed all U.S. state and local Income Tax Returns (including amendments thereto) (A) which are required to be filed for any Pre-Distribution Taxable Period which include a member of the Rockwell Tax Group or a member of the Rockwell Collxxx Xxx Group and (B) which are required to be filed for any Straddle Period which (I) relate to a member or members of the Rockwell Tax Group or their respective businesses, assets or activities, (II) relate to members of each of the Rockwell Tax Group and the Rockwell Collxxx Xxx Group or their respective businesses, assets or activities, or (III) relate to a member of the Rockwell Collxxx Xxx Group for a period in which such member conducts or has conducted both a Rockwell Collxxx xxxiness and a non-Rockwell Collxxx xxxiness. Rockwell Collxxx xxxeby irrevocably designates, and agrees to cause each of its affiliates to so designate, Rockwell as its agent to take any and all actions necessary or incidental to the preparation and filing of such U.S. state and local Income Tax Returns.
(ii) All U.S. state and local Income Tax Returns (including amendments thereto) which relate to a member of the Rockwell Collxxx Xxx Group or the Kaiser Tax Group or their respective businesses, assets or activities for all Pre-Distribution Taxable Periods or Straddle Periods which are not the responsibility of the Rockwell Tax Group shall be the responsibility of the Rockwell Collxxx Xxx Group.
UNITED STATES STATE AND LOCAL INCOME TAX RETURNS. (i) Rockwell shall prepare and file or cause to be prepared and filed all U.S. state and
