Tax Sharing Agreement definition

Tax Sharing Agreement means any Tax sharing agreement or arrangement (whether or not written) binding on a Person, and any agreement or arrangement (including any arrangement required or permitted by law) which (i) requires a Person to make a payment to or for the account of any other Person, (ii) requires or permits the transfer or assignment of income, revenues, receipts or gains to a Person from any other Person, or (iii) otherwise requires a Person to indemnify any other Person in respect of Taxes.

Tax Sharing Agreement means any express or implied Tax allocation, Tax sharing, Tax indemnity, Tax receivable or similar agreement other than (i) agreements entered into in the ordinary course of business and other customary Tax indemnifications contained in any agreements the primary purpose of which agreements does not relate to Taxes and (ii) agreements exclusively between or among Pivotal and its Subsidiaries;

Tax Sharing Agreement means any tax sharing or profit and loss pooling or similar agreement with customary or arm’s-length terms entered into with any Parent or Unrestricted Subsidiary, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Indenture.

Examples of Tax Sharing Agreement in a sentence

• In the event of a conflict between this Agreement and the Tax Sharing Agreement, the provisions of the Tax Sharing Agreement shall prevail.

• This Agreement shall not apply to Taxes (which are covered by the Tax Sharing Agreement).

• Notwithstanding anything to the contrary in this Agreement, the rights and obligations of the Parties with respect to any and all tax matters shall be exclusively governed by the provisions of the Tax Sharing Agreement, except as set forth therein.

• For U.S. federal income Tax purposes, the Parties shall treat the payment of Assumed Tyco Contingent Liabilities (and costs and expenses relating to Assumed Tyco Contingent Liabilities, as the case may be) as set forth in the Tax Sharing Agreement.

• Amend, modify, change, waive, cancel or terminate any term or condition of the Company Tax Sharing Agreement or Prior Tax Sharing Agreement in a manner materially adverse to the interests of the Company or the Lenders without the prior written consent of the Required Lenders.

More Definitions of Tax Sharing Agreement

Tax Sharing Agreement shall have the meaning provided in Section 5.05.

Tax Sharing Agreement means the Amended and Restated Agreement for the Allocation of Income Tax Liabilities and Benefits, dated January 1, 1994, as amended or supplemented from time to time, by and among Issuer, each of the members of the Consolidated Group (as defined therein), and each of the corporations that become members of the Consolidated Group.

Tax Sharing Agreement means the Tax Sharing Agreement, dated as of the Issue Date, among the Company, Holding and CDRV Investors, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof and of this Indenture.

Tax Sharing Agreement means the Tax Sharing Agreement dated as of the Closing Date among Holdings, Parent, the Borrower and certain Subsidiaries.

Tax Sharing Agreement means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

Tax Sharing Agreement means any Contract binding a Party or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit; provided that such term shall not include (i) customary commercial leases or (ii) Contracts entered into in the ordinary course of business that are not primarily related to Taxes.

Tax Sharing Agreement means the Tax Sharing Agreement dated June 16, 1997, by and among Holdings, Borrower and Subsidiaries.