Common use of Returns for Periods Through the Closing Date Clause in Contracts

Returns for Periods Through the Closing Date. Seller will include the income and loss of Leasco (including any deferred income triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19) on Seller’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of Leasco and both Seller and Leasco agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Seller, Leasco and Purchaser agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Purchaser’s purchase of the Shares on Leasco’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Purchaser agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Leasco during the Pre-Closing Period or on the Closing Date after Purchaser’s purchase of the Shares. Leasco will furnish tax information to Seller for inclusion in Seller’s consolidated federal income tax return for the period which includes the Closing Date in accordance with Leasco’s past custom and practice.

Appears in 1 contract

Sources: Split Off Agreement (Foothills Resources Inc)

Returns for Periods Through the Closing Date. Seller will include the income and loss of Leasco MCI (including any deferred income triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19) on Seller’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco MCI agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of Leasco MCI and both Seller and Leasco MCI agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Seller, Leasco MCI and Purchaser Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after PurchaserBuyer’s purchase of the Shares on LeascoMCI’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Purchaser Buyer agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Leasco MCI during the Pre-Closing Period or on the Closing Date after PurchaserBuyer’s purchase of the Shares. Leasco MCI will furnish tax information to Seller for inclusion in Seller’s consolidated federal income tax return for the period which includes the Closing Date in accordance with LeascoMCI’s past custom and practice.

Appears in 1 contract

Sources: Split Off Agreement (Med Control)

Returns for Periods Through the Closing Date. Seller will include the income and loss of Leasco the Company (including any deferred income triggered into income by Reg. §1.1502-13 1.1502­13 and any excess loss accounts taken into income under Reg. §1.1502-191.1502­19) on Seller’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco the Company agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Pre­Closing Period”) and the period after Closing (the “Post-Closing Post­Closing Period”) based on a closing of the books of Leasco Split­Off Subsidiary, and both Seller and Leasco the Company agree not to make an election under Reg. §1.1502-76(b)(2)(ii1.1502­76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Seller, Leasco the Company and Purchaser Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Purchaser’s Buyer’ purchase of the Shares on LeascoSplit­Off Subsidiary’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B1.1502­76(b)(1)(ii)(B). Purchaser Seller agrees to indemnify Seller Buyer for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Leasco the Company during the Pre-Closing Pre­Closing Period or on the Closing Date after Purchasersuch Buyer’s purchase of the Shares. Leasco The Company will furnish tax information to Seller Buyer for inclusion in SellerBuyer’s consolidated federal income tax return for the period which includes the Closing Date in accordance with Leascothe Company’s past custom and practice.

Appears in 1 contract

Sources: Split Off Agreement (Venture Vanadium Inc.)

Returns for Periods Through the Closing Date. Seller will include the income and loss of Leasco (including any deferred income triggered into income by Reg. §1.1502ss.1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502ss.1.1502-19) on Seller’s 's consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the "Pre-Closing Period") and the period after Closing (the "Post-Closing Period") based on a closing of the books of Leasco and both Seller and Leasco agree not to make an election under Reg. §1.1502ss.1.1502-76(b)(2)(ii) to ratably allocate the year’s 's items of income, gain, loss, deduction and credit. Seller, Leasco and Purchaser Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Purchaser’s Buyer's purchase of the Shares on Leasco’s 's tax returns to the extent permitted by Reg. §1.1502ss.1.1502-76(b)(1)(ii)(B). Purchaser Buyer agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Leasco during the Pre-Closing Period or on the Closing Date after Purchaser’s Buyer's purchase of the Shares. Leasco will furnish tax information to Seller for inclusion in Seller’s 's consolidated federal income tax return for the period which includes the Closing Date in accordance with Leasco’s 's past custom and practice.

Appears in 1 contract

Sources: Split Off Agreement (High Tide Ventures, Inc.)

Returns for Periods Through the Closing Date. Seller will include the income and loss of Leasco Leaseco (including any deferred income triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19) on Seller’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco Leaseco agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of Leasco Leaseco, and both Seller and Leasco Leaseco agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Seller, Leasco Leaseco and Purchaser Buyers agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Purchaser’s Buyers’ purchase of the Shares on LeascoLeaseco’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Purchaser agrees Buyers agree to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Leasco Leaseco during the Pre-Closing Period or on the Closing Date after Purchaser’s Buyers’ purchase of the Shares. Leasco Leaseco will furnish tax information to Seller for inclusion in Seller’s consolidated federal income tax return for the period which includes the Closing Date in accordance with LeascoLeaseco’s past custom and practice.

Appears in 1 contract

Sources: Split Off Agreement (Cromwell Uranium Corp.)

Returns for Periods Through the Closing Date. Seller will include the income and loss of Leasco AWS (including any deferred income triggered into income by Reg. §1.1502ss.1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502ss.1.1502-19) on Seller’s 's consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco AWS agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the "Pre-Closing Period") and the period after Closing (the "Post-Closing Period") based on a closing of the books of Leasco AWS and both Seller and Leasco AWS agree not to make an election under Reg. §1.1502ss.1.1502-76(b)(2)(ii) to ratably allocate the year’s 's items of income, gain, loss, deduction and credit. Seller, Leasco AWS and Purchaser Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Purchaser’s Buyer's purchase of the Shares on Leasco’s AWS's tax returns to the extent permitted by Reg. §1.1502ss.1.1502-76(b)(1)(ii)(B). Purchaser Buyer agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Leasco AWS during the Pre-Closing Period or on the Closing Date after Purchaser’s Buyer's purchase of the Shares. Leasco AWS will furnish tax information to Seller for inclusion in Seller’s 's consolidated federal income tax return for the period which includes the Closing Date in accordance with Leasco’s AWS's past custom and practice.

Appears in 1 contract

Sources: Split Off Agreement (Aslahan Enterprises Ltd.)

Returns for Periods Through the Closing Date. Seller Buyer will include the income and loss of Leasco the Assets (including any deferred income triggered into income by Reg. §1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502-19) on SellerBuyer’s consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco agree Buyer agrees to allocate income, gain, loss, deductions and credits between the period up to Closing (the “Pre-Closing Period”) and the period after Closing (the “Post-Closing Period”) based on a closing of the books of Leasco the Assets, and both Seller and Leasco Buyer agree not to make an election under Reg. §1.1502-76(b)(2)(ii) to ratably allocate the year’s items of income, gain, loss, deduction and credit. Seller, Leasco Seller and Purchaser Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after PurchaserSeller’s purchase of the Shares Assets on Leasco’s his tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). Purchaser The Seller agrees to indemnify Seller Buyer for any additional tax owed by Seller Buyer (including tax owned owed by Seller Buyer due to this indemnification payment) resulting from any transaction engaged in by Leasco Buyer (not related to the Share Exchange) during the Pre-Closing Period or on the Closing Date after Purchaserbefore Seller’s purchase of the SharesAssets. Leasco Seller will furnish tax information to Seller Buyer for inclusion in SellerBuyer’s consolidated federal income tax return for the period which includes the Closing Date in accordance with LeascoBuyer’s past custom and practice.

Appears in 1 contract

Sources: Split Off Agreement (Computron, Inc.)

Returns for Periods Through the Closing Date. Seller will include the income and loss of Leasco (including any deferred income triggered into income by Reg. §1.1502ss.1.1502-13 and any excess loss accounts taken into income under Reg. §1.1502ss.1.1502-19) on Seller’s 's consolidated federal income tax returns for all periods through the Closing Date and pay any federal income taxes attributable to such income. Seller and Leasco agree to allocate income, gain, loss, deductions and credits between the period up to Closing (the "Pre-Closing Period") and the period after Closing (the "Post-Closing Period") based on a closing of the books of Leasco and both Seller and Leasco agree not to make an election under Reg. §1.1502ss.1.1502-76(b)(2)(ii) to ratably allocate the year’s 's items of income, gain, loss, deduction and credit. Seller, Leasco and Purchaser agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Purchaser’s 's purchase of the Shares on Leasco’s 's tax returns to the extent permitted by Reg. §1.1502ss.1.1502-76(b)(1)(ii)(B). Purchaser agrees to indemnify Seller for any additional tax owed by Seller (including tax owned by Seller due to this indemnification payment) resulting from any transaction engaged in by Leasco during the Pre-Closing Period or on the Closing Date after Purchaser’s 's purchase of the Shares. Leasco will furnish tax information to Seller for inclusion in Seller’s 's consolidated federal income tax return for the period which includes the Closing Date in accordance with Leasco’s 's past custom and practice.

Appears in 1 contract

Sources: Split Off Agreement (Goldstrike Inc)