Seller Consolidated Returns definition

Seller Consolidated Returns means all consolidated, combined, affiliated or unitary Tax Returns which include the taxable income or loss of any of the Company or its Subsidiaries and any of Holdings or its Subsidiaries (other than the Company or its Subsidiaries).
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Seller Consolidated Returns shall have the meaning set forth in Section 4.15(a).
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Seller Consolidated Returns means all income or franchise tax returns, forms and reports required to be filed for periods ending on or before the Closing Date in which the Company is included as a member of Seller's consolidated group, and (iii) "Separate Company Returns" is defined in section 5.09(c).
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Examples of Seller Consolidated Returns in a sentence

  • 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.

  • From and after the Closing, Buyer shall cause the Company to provide Seller in a timely fashion all filing information relating to the Company necessary for the preparation and filing of the Seller Consolidated Returns.

  • All such Seller Consolidated Returns, to the extent they relate to the Company, shall be prepared in a manner consistent with past practice (unless otherwise required by Applicable Law) and, in the event a Section 338(h)(10) Election is made, in accordance with the Allocation Schedule.

  • Sellers shall prepare any such Pass-Through Tax Returns and Seller Consolidated Returns that include Post-Effective Time Company Taxes by treating items thereon in a manner consistent with the past practices of the applicable filing entity with respect to such items, except as required by applicable Law.

  • All Pre-Closing Returns and all Seller Consolidated Returns (with respect to the Company) shall be prepared in a manner consistent with past practice of the Company and the Seller in preparing similar Tax Returns, except to the extent otherwise required by applicable Law; provided that no Seller Consolidated Return shall reflect any election to write down the Seller’s basis in the Company’s assets.

  • Seller shall provide the Purchaser with copies of such Tax Returns (other than Seller Consolidated Returns) at least 30 days prior to the filing date, and Purchaser shall be provided an opportunity to review such returns and supporting workpapers and schedules prior to the filing of such Tax Returns.

  • Seller shall prepare or cause to be prepared all Tax Returns (other than Seller Consolidated Returns) of the Acquired Companies for all Straddle Periods that are required to be filed after the Closing Date (“Straddle Period Tax Returns”).

  • Sellers’ Representative shall prepare or cause to be prepared all Tax Returns of any member of Company Group with respect to Flow-Through Income Taxes for any Tax period ending on or before the Closing Date and all Seller Consolidated Returns (collectively, the “Sellers’ Representative Prepared Returns”).

  • Such Tax Returns referred to in clause (A) and (B) above are referred to as the "Seller Consolidated Returns").

  • Seller Consolidated Returns for the taxable period that includes the Closing Date shall be filed in accordance with Treasury Regulations Section 1.1502-76(b)(2)(i) (determined using the closing of the books method), with no election under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D).


More Definitions of Seller Consolidated Returns

Seller Consolidated Returns means all consolidated or combined Tax Returns that include the taxable income or loss of any of the Company or its Subsidiaries and Holdings (or any of its affiliates other than the Company and its Subsidiaries). Holdings shall cause the payment of all Taxes with respect to Seller Returns and Straddle Returns for which Holdings is responsible pursuant to Section 10.13(a) on or prior to the due date for filing such Seller Returns and Straddle Returns, and Buyer shall cause the payment of all Taxes with respect to Straddle Returns for which Buyer is responsible pursuant to Section 10.13(b) on or prior to the due date for filing such Straddle Returns.
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Related to Seller Consolidated Returns

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

  • Consolidated Depreciation and Amortization Charges means, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Total Consolidated Assets means, as of any date, the total assets appearing on the most recently prepared consolidated balance sheet of the Borrower and its Restricted Subsidiaries as of the end of the most recent fiscal quarter of the Borrower and its Restricted Subsidiaries for which such balance sheet has been provided in accordance with Section 4.01(xvii) or Section 6.01(a) or (b) (as applicable), prepared in accordance with GAAP.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Consolidated Depreciation and Amortization Expense means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

  • Tax Returns The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

  • Tax Package has the meaning assigned in Section 6.01(b);

  • Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • Consolidated Depreciation Expense means, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Rent Expense means, for any period, the total rent expense with respect to real and personal property of the Borrower for such period, as determined on a Consolidated basis and as reported in its financial statements.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • Consolidated Rental Expense means, for any period, on a consolidated basis for the Company and its Subsidiaries, the aggregate amount of fixed and contingent rentals payable in cash by the Company and its Subsidiaries with respect to leases of real and personal property (excluding capital lease obligations) determined in accordance with GAAP for such period (subject to Section 1.04(b)).

  • Deconsolidation Date means the last date on which SpinCo qualifies as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the common parent.

  • Year-End Financial Statements has the meaning specified in Section 4.5.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.