Consolidated or Combined Return definition

Consolidated or Combined Return means any Tax Return that is filed or required to be filed and that includes any Transferred Entity, on the one hand, and Seller or any of its Affiliates, excluding any of the Transferred Entities, on the other hand.

Consolidated or Combined Return means any Tax Return of any Consolidated Tax Group.

Consolidated or Combined Return means any Tax Return that is filed or required to be filed by Gogo Inc. or an Affiliate of Gogo Inc. that is not a Target Company and that includes Gogo Inc. or any of its Affiliates that is not a Target Company, on the one hand, and one or more of the Target Companies, on the other hand, filing together as a consolidated, combined, unitary, affiliated or similar group of which Gogo Inc. or any of its Affiliates that is not a Target Company is the parent.

Examples of Consolidated or Combined Return in a sentence

• Parent and the members of the Parent Group shall have identical rights, and New Fluor shall have identical obligations, with respect to Audit Adjustment Requests by any member of the Parent Group related to (i) any Tax Period ending on or before, or which includes, the Distribution Date with respect to which a Separate Company Tax Return was filed by or on behalf of the Parent Group or any member thereof, and (ii) any Tax Period covered by a Consolidated or Combined Return.

• At least ten business days prior to any Payment Date for a Consolidated or Combined Return, Holdings shall compute the amount of Tax required to be paid to the relevant Tax Authority with respect to such Tax Return on such Payment Date and shall notify TODCO in writing of (x) the amount of Tax required to be paid on such Payment Date, and (y) the amount, if any, of such Tax which is allocable to TODCO under Sections 2.1(a), 2.2(a) and 2.3(a).

• The New Fluor Group and its members shall be entitled to the benefit, following the Distribution, of any Carryover item incurred by any such member in (i) any Tax Period ending on or before, or which includes, the Distribution Date with respect to which a Separate Company Tax Return was filed by or on behalf of the New Fluor Group or any member thereof, and (ii) any Tax Period covered by a Consolidated or Combined Return.

• At the request of Holdings, TODCO shall take any action (e.g., filing a ruling request with the relevant Tax Authority or executing a power of attorney) that is reasonably necessary in order for Holdings to prepare, file, amend or take any other action with respect to any Consolidated or Combined Return.

• Seller shall deliver to Purchaser a copy of any election described in this Section 6.10, together with any relevant attachments, worksheets and calculations prepared in connection therewith, on or prior to the due date of the U.S. federal Income Tax Consolidated or Combined Return for the year in which such election is made.

More Definitions of Consolidated or Combined Return

Consolidated or Combined Return means any Tax Return that is filed or required to be filed and that includes one or more members of the Target Companies, on the one hand, and one or more of Prometheus and its Affiliates, excluding the Target Companies, on the other hand.

Consolidated or Combined Return means any Return (whether or not domestic) that is filed or that is required to be filed, and that includes one or more Group Members or items therefrom on the one hand and one or more members of the Ford Group or items therefrom on the other hand.

Consolidated or Combined Return means any Tax Return that includes or included Safety or items therefrom on the one hand, and DGP (or any of its Affiliates other than Safety) or items therefrom on the other hand;

Consolidated or Combined Return has the meaning ascribed to it in the Agreement;

Consolidated or Combined Return means any Return (whether or not domestic) that is filed or that is required to be filed, and that includes one or more Group Members or items therefrom on the one hand and one or more members of the Ford Group or items therefrom on the other hand. “Federal and Consolidated Income Tax Liabilities” means any and all Taxes of any Group Member relating to either (a) any U. S. federal Income Taxes or (b) any Income Taxes with respect to which (i) any Group Member has or will file, or is required pursuant to Section 6.3(a) to file, a Consolidated or Combined Return, (ii) one or more Group Members is liable for the Income Taxes of a Person other than a Group Member under a provision of state, local or foreign law or regulation comparable to Treas. Reg. §1.1502-6 imposing several liability upon members of a consolidated, combined, affiliated, unitary or other Tax group by virtue of a Group Member’s being or having been a member of such a group on or prior to the Closing Date, or (iii) one or more Group Members is liable (if such Income Taxes are attributable to a consolidated, combined, affiliated, unitary or other Tax group) under principles of successor or transferee liability relating to an event or transaction occurring on or prior to the Closing Date. “Ford Group” means Ford and its present or former Affiliates other than any Group Member. “Group Relief” means the group relief for U.K. corporation tax purposes contained in Chapter IV of Part X of the Taxes Act relating to the surrender of Tax losses between members of the same group and any equivalent system outside the United Kingdom for the surrender of Tax losses between members of a group. 53 “Holdings Note” means the $1,185.0 million principal amount subordinated promissory note issued by the Company to Holdings on June 10, 2005. “Income Tax” means any Tax on or measured by net income, profits or earnings. “Indebtedness” means the principal amount of any indebtedness for borrowed money and any accrued interest, prepayment premiums and penalties related thereto. “Interim Credit Agreement” means the Credit Facility, dated as of May 26, 2005, among the Company, Hertz Canada Limited, JPMorgan Chase Bank and the other banks and financial institutions party thereto. Buyer has “Knowledge” of a particular fact or other matter if, and only if, any of the individuals listed on Schedule 7.12

Consolidated or Combined Return means any Tax Return that is filed on a consolidated, combined or unitary basis and that includes the Company, on the one hand, and Seller or its Affiliates (other than the Company), on the other hand.

Consolidated or Combined Return means any Tax Return that is filed or required to be filed and that includes the Company and one or more of its Subsidiaries, on the one hand, and one or more members of Seller and its Affiliates (other than the Company or any of its Subsidiaries), on the other hand. “Continuing Business Employees” has the meaning set forth in Section 4.6(e). “Contract” means, with respect to any Person, any written or oral agreement, contract, commitment, obligation, undertaking, instrument, lease, sublease, license, sublicense or arrangement, in each case, including all applicable amendments, extensions, renewals and guaranties, to which such Person is a party or by which such Person’s assets or properties are bound. “Control Persons” has the meaning set forth in Section 4.3(a). “Current Representation” has the meaning set forth in Section 9.13(a). “Designated Person” has the meaning set forth in Section 9.13(a). “End Date” has the meaning set forth in Section 7.1(b)(i). “Enforceability Exceptions” has the meaning set forth in Section 2.2(a). “Environmental Law” means any Law regulating or relating to the protection of natural resources or the environment, human health or safety (as it relates to Hazardous Materials) or pollution. “Equity Commitment Letter” has the meaning set forth in the Recitals. “Equity Financing” means the equity financing contemplated by the Equity Commitment Letter.