Tax Return Positions Sample Clauses

Tax Return Positions. None of JWCFS, Newco, Genesis or the Genesis -------------------- Members shall take any position on their respective Tax Returns inconsistent with the position that the Combination qualifies as a nonrecognition transaction within the meaning of Section 351 of the Code, unless such inconsistent position shall arise out of or through an inquiry or examination by the Internal Revenue Service or other Tax Authority.
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Tax Return Positions. (i) With respect to any Tax Return for a Pre-Distribution Period described in Section 3.01 or Section 3.02, such Tax Return shall be prepared by Distributing or Splitco (or the members of its Group) in accordance with past practices, including the elections, methods of accounting, positions, conventions and principles of taxation used on prior Tax Returns corresponding to those in question (“Past Practices”), and to the extent any items are not addressed by Past Practices, in accordance with reasonable Tax accounting practices selected by the Company responsible for preparing the Tax Return. (ii) With respect to any Tax Return filed for a Post-Distribution Period described in Section 3.01 or Section 3.02, except as required by applicable Tax Law, such Tax Return shall be prepared by Distributing or Splitco (or the members of its Group) in accordance with Past Practices to the extent that a departure from Past Practices would be reasonably expected to increase the Tax liability of, or give rise to a payment under this Agreement by, the other Company (or a member of its Group) for a Pre-Distribution Period. (iii) Distributing and Splitco (and the members of their respective Groups) shall make any election or take any other action (or refrain from taking any action) reasonably requested by the other Company to preserve any existing Tax position of Distributing or Splitco (or the members of its Group), including the reported treatment or availability of Tax Items. Without limiting the foregoing, each Company (and the members of its Group) shall take the applicable actions set forth on Schedule 3.04(b)(iii).
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Tax Return Positions. ▇▇▇▇▇ and Circor agree that, except as -------------------- otherwise provided herein, the transactions contemplated in this Agreement shall be treated by ▇▇▇▇▇ and Circor on all Returns in a manner which conforms to the representations, undertakings and statements made in the Letter Ruling Request. In their preparation and filing of Returns, both the ▇▇▇▇▇ Affiliated Group (and any direct or indirect subsidiaries) and the Circor Affiliated Group (and any direct or indirect subsidiaries) shall follow prior methods, practices and procedures (except to the extent that departure from such methods, practices and procedures would not materially adversely affect members of the other Affiliated Group (or their direct or indirect subsidiaries) and ▇▇▇▇▇ shall not discriminate against members of the Circor Affiliated Group (or their direct or indirect subsidiaries) in the preparation of Returns under Section 7.01(a) for the period beginning July 1, 1999.
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Tax Return Positions. None of the Company Entities is or has been a party to any “listed transaction” as defined in Code §6707A(c)(1) and Regulation §1.6011-4(b)(2), or any transaction requiring disclosure under a corresponding or similar provision of state, local, or non-U.S. Law.
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Tax Return Positions. ▇▇▇▇▇ and Circor agree that, except -------------------- as otherwise provided herein, the transactions contemplated in this Agreement shall be treated by ▇▇▇▇▇ and Circor on all Returns in a manner which conforms to the representations, undertakings and statements made in the Letter Ruling Request. In their preparation and filing of Returns, both the ▇▇▇▇▇ Group and the Circor Group shall follow prior methods, practices and procedures (except to the extent that departure from such methods, practices and procedures would not materially adversely affect members of the other Group and ▇▇▇▇▇ shall not discriminate against members of the Circor Group in the preparation of Returns under Section 7.01(a).
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Related to Tax Return Positions

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Tax Return Information By the 31st day of March of each Fiscal Year of the Partnership, the General Partner, at the expense of the Partnership, shall cause to be delivered to the Limited Partners such information as shall be necessary (including a statement for that year of each Limited Partner’s share of net income, net gains, net losses and other items of the Partnership for the preceding Fiscal Year) for the preparation by the Limited Partners of their Federal, state and local income and other tax returns.

  • Company Tax Returns The Company shall file all tax returns, if any, required to be filed by the Company.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Tax Returns and Tax Payments (i) The Company has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by the Company has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). The Company is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of the Company did not, as of the Company Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the Company Balance Sheet Date, neither the Company nor any of its subsidiaries has incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of the Company and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of the Company. (ii) No material claim for unpaid Taxes has been made or become a lien against the property of the Company or is being asserted against the Company, no audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on the assessment of any Taxes has been granted by the Company and is currently in effect. The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party. (iii) As used herein, “Taxes” shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts, sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with any governmental authority with respect to Taxes.