Common use of Consolidated Returns Clause in Contracts

Consolidated Returns. Seller shall prepare (or cause to be prepared) and timely file all consolidated United States Income Tax Returns (within the meaning of Section 1501 of the Code and the Treasury Regulations promulgated pursuant to Section 1502 of the Code) and all other combined, joint, consolidated or unitary Tax Returns required to be filed with any Tax Authority (collectively the "Consolidated Returns") with respect to the Company for any Tax Period including, or ending on or before, the Closing Date. Payment of Taxes shown to be due on such Consolidated Returns shall be made in accordance with Section 7.6 hereof. In a manner consistent with past custom and practice of Seller and the Company, Purchaser shall timely provide (or cause to be provided) to the Seller all information (including pro forma Tax Returns, schedules, statements and supporting documentation) reasonably required in connection with the preparation and filing of such Consolidated Returns. Seller shall not elect, pursuant to Treasury Regulation Section 1.1502-20(g) or Treasury Regulation Section 1.1502-96(d), or any comparable provision of law or regulations, to reattribute to itself any portion of the net operating loss carryovers, net capital loss carryovers or section 382 limitation, if any, attributable to the Company. Any consolidated section 382 limitation applicable to the Seller and its subsidiaries (including the Company) as of the Closing Date, if any, shall be apportioned between the Seller and its subsidiaries (other than the Company), on the one hand, and the Company, on the other, pursuant to Treasury Regulation Section 1.1502-95 based on the relative fair market value of such entities immediately prior to the Closing Date. Any such allocation shall be proposed by the Seller for approval by the Purchaser, which approval shall not be unreasonably withheld.

Consolidated Returns. Seller shall prepare (or cause to be prepared) and timely file all consolidated United States Income Tax Returns (within the meaning of Section 1501 of the Code and the Treasury Regulations promulgated pursuant to Section 1502 of the Code) and all other combined, joint, consolidated or unitary Tax Returns required to be filed with any Tax Authority (collectively the "Consolidated Returns") with respect to the Company for any Tax Period including, or ending on or before, the Closing Date. Payment of Taxes shown to be due on such Consolidated Returns shall be made in accordance with Section 7.6 8.6 hereof. In a manner consistent with past custom and practice of Seller and the Company, Purchaser shall timely provide (or cause to be provided) to the Seller all information (including pro forma Tax Returns, schedules, statements and supporting documentation) reasonably required in connection with the preparation and filing of such Consolidated Returns. Seller shall not elect, pursuant to Treasury Regulation Section 1.1502-20(g) or Treasury Regulation Section 1.1502-96(d), or any comparable provision of law or regulations, to reattribute to itself any portion of the net operating loss carryovers, net capital loss carryovers or section 382 limitation, if any, attributable to the Company. Any consolidated section 382 limitation applicable to the Seller and its subsidiaries (including the Company) as of the Closing Date, if any, shall be apportioned between the Seller and its subsidiaries (other than the Company), on the one hand, and the Company, on the other, pursuant to Treasury Regulation Section 1.1502-95 based on the relative fair market value of such entities immediately prior to the Closing Date. Any such allocation shall be proposed by the Seller for approval by the Purchaser, which approval shall not be unreasonably withheld.

Consolidated Returns. Seller shall prepare (or cause to be prepared) and timely file all consolidated United States Income Tax Returns (within the meaning of Section 1501 of the Code and the Treasury Regulations promulgated pursuant to Section 1502 of the Code) and all other combined, joint, consolidated or unitary Tax Returns required to be filed with any Tax Authority (collectively the "Consolidated Returns") with respect to the Company and each subsidiary for any Tax Period including, or ending on or before, the Closing Date. Payment of Taxes shown to be due on such Consolidated Returns shall be made in accordance with Section 7.6 7.8 hereof. In a manner consistent with past custom and practice of Seller and the CompanyCompany and each subsidiary, Purchaser shall timely provide (or cause to be provided) to the Seller all information (including pro forma Tax Returns, schedules, statements and supporting documentation) reasonably required in connection with the preparation and filing of such Consolidated Returns. Seller shall not elect, pursuant to Treasury Regulation Section 1.1502-20(g) or Treasury Regulation Section 1.1502-96(d), or any comparable provision of law or regulations, to reattribute to itself any portion of the net operating loss carryovers, net capital loss carryovers or section 382 limitation, if any, attributable to the CompanyCompany or any of its subsidiaries. Any consolidated section 382 limitation applicable to the Seller and its subsidiaries (including the CompanyCompany and its subsidiaries) as of the Closing Date, if any, shall be apportioned between the Seller and its subsidiaries (other than the CompanyCompany and its subsidiaries), on the one hand, and the CompanyCompany and its subsidiar ies, on the other, pursuant to Treasury Regulation Section 1.1502-95 based on the relative fair market value of such entities immediately prior to the Closing Date. Any such allocation shall be proposed by the Seller for approval by the Purchaser, which approval shall not be unreasonably withheld.

Consolidated Returns. Seller shall prepare (or cause to be prepared) and timely file all consolidated United States Income Tax Returns (within the meaning of Section 1501 of the Code and the Treasury Regulations promulgated pursuant to Section 1502 of the Code) and all other combined, joint, consolidated or unitary Tax Returns required to be filed with any Tax Authority (collectively the "Consolidated Returns") with respect to the Company and each subsidiary for any Tax Period including, or ending on or before, the Closing Date. Payment of Taxes shown to be due on such Consolidated Returns shall be made in accordance with Section 7.6 7.8 hereof. In a manner consistent with past custom and practice of Seller and the CompanyCompany and each subsidiary, Purchaser shall timely provide (or cause to be provided) to the Seller all information (including pro forma Tax Returns, schedules, statements and supporting documentation) reasonably required in connection with the preparation and filing of such Consolidated Returns. Seller shall not elect, pursuant to Treasury Regulation Section 1.1502-20(g) or Treasury Regulation Section 1.1502-96(d), or any comparable provision of law or regulations, to reattribute to itself any portion of the net operating loss carryovers, net capital loss carryovers or section 382 limitation, if any, attributable to the CompanyCompany or any of its subsidiaries. Any consolidated section 382 limitation applicable to the Seller and its subsidiaries (including the CompanyCompany and its subsidiaries) as of the Closing Date, if any, shall be apportioned between the Seller and its subsidiaries (other than the CompanyCompany and its subsidiaries), on the one hand, and the CompanyCompany and its subsidiaries, on the other, pursuant to Treasury Regulation Section 1.1502-95 based on the relative fair market value of such entities immediately prior to the Closing Date. Any such allocation shall be proposed by the Seller for approval by the Purchaser, which approval shall not be unreasonably withheld.