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 the Subsidiaries and the Assigned Liabilities (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 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 MomSpot, and Seller agrees 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 and Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Interests on Buyer’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). The Subsidiaries 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 the Sellers’ past custom and practice.

Returns for Periods Through the Closing Date. Seller will include the income and loss of the Subsidiaries and the Assigned Liabilities Media (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 agrees and Media 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 MomSpotMedia, and both Seller agrees and Media 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 Seller, Media and Buyer agree to report all transactions not in the ordinary course of business occurring on the Closing Date after Buyer’s purchase of the Interests Shares on BuyerMedia’s tax returns to the extent permitted by Reg. §1.1502-76(b)(1)(ii)(B). The Subsidiaries 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 Media during the Pre-Closing Period or on the Closing Date after Buyer’s purchase of the Shares. Media 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 the Sellers’ Media’s past custom and practice.