Consolidated or Combined State Income Taxes. In the case of any Consolidated or Combined State Income Tax with respect to a Post-Distribution State Income Tax Return, the Consolidated or Combined State Income Tax liability shall be allocated between the Tenneco Group and the Packaging Group as follows: (A) Each Group shall compute its "Hypothetical State Tax Liability," which shall equal the State Income Tax liability of such Group (which number shall be deemed to be zero if such Group has net operating losses for such Tax Period), computed as if all members of such Group included in the computation of such Tax had filed a consolidated or TENNECO DISTRIBUTION AGREEMENT combined Tax Return for such Group's members based on the income, apportionment factors, and other items of such members. (B) In the event the Estimated Tax Payments (as defined below) exceed, or are less than, the actual State Income Tax liability shown on the Consolidated and Combined State Income Tax Return such excess or deficit, as the case may be, shall be shared by the Tenneco Group and the Packaging Group. Each Group's share shall be determined by multiplying such excess or deficit by a fraction, (a) the numerator of which is the Hypothetical State Tax Liability of such Group, and (b) the denominator of which is the sum of the Hypothetical State Tax Liability of the Tenneco Group and the Packaging Group, with appropriate payments being made by Packaging Company to Tenneco, or by Tenneco to Packaging Company, to achieve the appropriate sharing of such excess or deficit. The term "Estimated Tax Payments" shall mean any and all estimated payments made in connection with the Combined or Consolidated State Income Tax Return filed for such Tax Period; provided, however, such amount shall (i) exclude any estimated Tax payments made after the Distribution Date and (ii) include any overpayments of Combined or Consolidated State Income Tax for any prior Tax Periods which are carried forward and applied as payments on the Combined or Consolidated State Income Tax Returns for the applicable Tax Period.
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Consolidated or Combined State Income Taxes. In the case of any Consolidated or Combined State Income Tax with respect to a Post-Distribution State Income Tax Return, the Consolidated or Combined State Income Tax liability shall be allocated between the Tenneco Group and the Packaging Group as follows:
(A) Each Group shall compute its "Hypothetical State Tax Liability," which shall equal the State Income Tax liability of such Group (which number shall be deemed to be zero if such Group has net operating losses for such Tax Period), computed as if all members of such Group included in the computation of such Tax had filed a consolidated or TENNECO DISTRIBUTION AGREEMENT combined Tax Return for such Group's members based on the income, apportionment factors, and other items of such members.
(B) In the event the Estimated Tax Payments (as defined below) exceed, or are less than, the actual State Income Tax liability shown on the Consolidated and Combined State Income Tax Return such excess or deficit, as the case may be, shall be shared by the Tenneco Group and the Packaging Group. Each Group's share shall be determined by multiplying such excess or deficit by a fraction, (a) the numerator of which is the Hypothetical State Tax Liability of such Group, and (b) the denominator of which is the sum of the Hypothetical State Tax Liability of the Tenneco Group and the Packaging Group, with appropriate payments being made by Packaging Company to Tenneco, or by Tenneco to Packaging Company, to achieve the appropriate sharing of such excess or deficit. The term "Estimated Tax Payments" shall mean any and all estimated payments made in connection with the Combined or Consolidated State Income Tax Return filed for such Tax Period; provided, however, such amount shall (i) exclude any estimated Tax payments made after the Distribution Date and Date, (ii) include any overpayments of Combined or Consolidated State Income Tax for any prior Tax Periods which are carried forward and applied as payments on the Combined or Consolidated State Income Tax Returns for the applicable Tax Period, and (iii) include any extension payments paid by Packaging Company for the Combined or Consolidated State Income Tax Return filed for such Tax period.
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Samples: Distribution Agreement (Pactiv Corp)
Consolidated or Combined State Income Taxes. In the case of any Consolidated or Combined State Income Tax with respect to a Post-Distribution State Income Tax Return, the Consolidated or Combined State Income Tax liability shall be allocated between the Tenneco Group and the Packaging Group as follows:
(A) Each Group shall compute its "Hypothetical State Tax Liability," which shall equal the State Income Tax liability of such Group (which number shall be deemed to be zero if such Group has net operating losses for such Tax Period), computed as if all members of such Group included in the computation of such Tax had filed a consolidated or TENNECO DISTRIBUTION AGREEMENT combined Tax Return for such Group's members based on the income, apportionment factors, and other items of such members.
(B) In the event the Estimated Tax Payments (as defined below) exceed, or are less than, the actual State Income Tax liability shown on the Consolidated and Combined State Income Tax Return such excess or deficit, as the case may be, shall be shared by the Tenneco Group and the Packaging Group. Each Group's share shall be determined by multiplying such excess or deficit by a fraction, (a) the numerator of which is the Hypothetical State Tax Liability of such Group, and (b) the denominator of which is the sum of the Hypothetical State Tax Liability of the Tenneco Group and the Packaging Group, with appropriate payments being made by Packaging Company to Tenneco, or by Tenneco to Packaging Company, to achieve the appropriate sharing of such excess or deficit. The term "Estimated Tax Payments" shall mean any and all estimated payments made in connection with the Combined or Consolidated State Income Tax Return filed for such Tax Period; provided, however, such amount shall (i) exclude any estimated Tax payments made after the Distribution Date and (ii) include any overpayments of Combined or Consolidated State Income Tax for any prior Tax Periods which are carried forward and applied as payments on the Combined or Consolidated State Income Tax Returns for the applicable Tax Period.
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Consolidated or Combined State Income Taxes. In the case of any Consolidated or Combined State Income Tax, the liability of Propel with respect to such Tax Return for any Tax Period shall be computed as follows:
(i) ALLOCATION OF TAX REPORTED ON TAX RETURNS FILED AFTER THE DATE OF THE INITIAL PUBLIC OFFERING. In the case of any Consolidated or Combined State Income Tax with respect to a Post-Distribution State Income Tax ReturnReturn filed after the date of the Initial Public Offering, the Consolidated or Combined State Income Tax liability Propel shall be allocated between the Tenneco Group and the Packaging Group as follows:
(A) Each Group shall compute its "Hypothetical State Tax Liability," which shall equal liable to MINC for the State Income Tax liability of such Group (which number shall be deemed to be zero if such Group has net operating losses for such Tax Period), computed as if all members of such the Propel Group included in the computation of such Tax had filed a consolidated Consolidated or TENNECO DISTRIBUTION AGREEMENT combined Combined State Income Tax Return for such Group's Propel Group members based on the income, apportionment factors, income and other items Tax Items of such members.
(B) In members for the event the Estimated Tax Payments (as defined below) exceed, period that such Propel Group members are included in such Consolidated or are less than, the actual Combined State Income Tax Return, but based on the apportionment factors derived by including all appropriate entities of both Groups on such Consolidated or Combined State Income Tax Return. Any amount so allocated to the Propel Group shall be a liability of Propel to MINC under this Section 2, regardless of whether or not such amount exceeds the total Tax liability shown on the Consolidated and or Combined State Income Tax Return. Net operating losses or other Tax attributes attributable to the Propel Group in any Tax Period ending after the effective date of this Agreement shall be taken into account for purposes of determining the amount of Tax liability allocated to Propel for a subsequent Tax period, except to the extent that all or a portion of such net operating losses or other Tax attributes were (i) previously taken into account in making such determination of the amount of Tax liability allocated to Propel in any Tax period ending after the effective date of this Agreement or (ii) used to reduce the combined Tax liability attributable to members of the MINC Group in accordance with the last sentence of this paragraph. If, with respect to any Consolidated or Combined State Income Tax Return such excess or deficit, as filed after the case may be, shall be shared by the Tenneco Group and the Packaging Group. Each Group's share shall be determined by multiplying such excess or deficit by a fraction, (a) the numerator of which is the Hypothetical State Tax Liability of such Group, and (b) the denominator of which is the sum date of the Hypothetical State IPO for a tax period ending on or after the IPO, the Propel Group has a net operating loss or other Tax Liability of attribute that reduced the Tenneco Group and combined Tax liability on the Packaging Group, with appropriate payments being made by Packaging Company to Tenneco, Consolidated or by Tenneco to Packaging Company, to achieve the appropriate sharing of such excess or deficit. The term "Estimated Tax Payments" shall mean any and all estimated payments made in connection with the Combined or Consolidated State Income Tax Return filed below the amount that would have been payable if the Propel Group had not incurred such loss or other Tax attribute, then MINC shall be liable to Propel for the amount of the reduction, except to the extent that all or a portion of such net operating losses or other Tax Period; provided, however, such attributes were previously taken into account in reducing the amount shall (i) exclude of Tax liability allocated to Propel in any estimated Tax payments made period ending after the Distribution Date and (ii) include any overpayments effective date of Combined or Consolidated State Income Tax for any prior Tax Periods which are carried forward and applied as payments on the Combined or Consolidated State Income Tax Returns for the applicable Tax Periodthis Agreement.
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Samples: Tax Sharing Agreement (Propel Inc)
Consolidated or Combined State Income Taxes. In the case of any Consolidated or Combined State Income Tax with respect to a Post-Distribution State Income Tax Return, the Consolidated or Combined State Income Tax liability shall be allocated between the Tenneco Group and the Packaging Group as follows:: TENNECO DISTRIBUTION AGREEMENT 107
(A) Each Group shall compute its "Hypothetical State Tax Liability," which shall equal the State Income Tax liability of such Group (which number shall be deemed to be zero if such Group has net operating losses for such Tax Period), computed as if all members of such Group included in the computation of such Tax had filed a consolidated or TENNECO DISTRIBUTION AGREEMENT combined Tax Return for such Group's members based on the income, apportionment factors, and other items of such members.
(B) In the event the Estimated Tax Payments (as defined below) exceed, or are less than, the actual State Income Tax liability shown on the Consolidated and Combined State Income Tax Return such excess or deficit, as the case may be, shall be shared by the Tenneco Group and the Packaging Group. Each Group's share shall be determined by multiplying such excess or deficit by a fraction, (a) the numerator of which is the Hypothetical State Tax Liability of such Group, and (b) the denominator of which is the sum of the Hypothetical State Tax Liability of the Tenneco Group and the Packaging Group, with appropriate payments being made by Packaging Company to Tenneco, or by Tenneco to Packaging Company, to achieve the appropriate sharing of such excess or deficit. The term "Estimated Tax Payments" shall mean any and all estimated payments made in connection with the Combined or Consolidated State Income Tax Return filed for such Tax Period; provided, however, such amount shall (i) exclude any estimated Tax payments made after the Distribution Date and (ii) include any overpayments of Combined or Consolidated State Income Tax for any prior Tax Periods which are carried forward and applied as payments on the Combined or Consolidated State Income Tax Returns for the applicable Tax Period.
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Consolidated or Combined State Income Taxes. In the case of any Consolidated or Combined State Income Tax with respect to a Post-Distribution State Income Tax Return, the Consolidated or Combined State Income Tax liability shall be allocated between the Tenneco Group and the Packaging Group as follows:
(A) Each Group shall compute its "Hypothetical State Tax Liability," which shall equal the State Income Tax liability of such Group (which number shall be deemed to be zero if such Group has net operating losses for such Tax Period), computed as if all members of such Group included in the computation of such Tax had filed a consolidated or TENNECO DISTRIBUTION AGREEMENT combined Tax Return for such Group's members based on the income, apportionment factors, and other items of such members.
(B) In the event the Estimated Tax Payments (as defined below) exceed, or are less than, the actual State Income Tax liability shown on the Consolidated and Combined State Income Tax Return such excess or deficit, as the case may be, shall be shared by the Tenneco Group and the Packaging Group. Each Group's share shall be determined by multiplying such excess or deficit by a fraction, (a) the numerator of which is the Hypothetical State Tax Liability of such Group, and (b) the denominator of which is the sum of the Hypothetical Hypotheti cal State Tax Liability of the Tenneco Group and the Packaging Group, with appropriate payments being made by Packaging Company to Tenneco, or by Tenneco to Packaging CompanyCom pany, to achieve the appropriate sharing of such excess or deficit. The term "Estimated Tax Payments" shall mean any and all estimated payments made in connection with the Combined or Consolidated State Income Tax Return filed for such Tax Period; provided, however, such amount shall (i) exclude any estimated Tax payments made after the Distribution Date and Date, (ii) include any overpayments of Combined or Consolidated State Income Tax for any prior Tax Periods which are carried forward and applied as payments on the Combined or Consolidated State Income Tax Returns for the applicable Tax Period, and (iii) include any extension payments paid by Packaging Company for the Combined or Consolidated State Income Tax Return filed for such Tax period.
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Consolidated or Combined State Income Taxes. In the case of any Consolidated or Combined State Income Tax with respect to a Post-Distribution State Income Tax Return, the Consolidated or Combined State Income Tax liability shall be allocated between the Tenneco Group and the Packaging Group as follows:
(A) Each Group shall compute its "Hypothetical State Tax Liability," which shall equal the State Income Tax liability of such Group (which number shall be deemed to be zero if such Group has net operating losses for such Tax Period), computed as if all members of such Group included in the computation of such Tax had filed a consolidated or TENNECO DISTRIBUTION AGREEMENT combined Tax Return for such Group's members based on the income, apportionment factors, and other items of such members.
(B) In the event the Estimated Tax Payments (as defined below) exceed, or are less than, the actual State Income Tax liability shown on the Consolidated and Combined State Income Tax Return such excess or deficit, as the case may be, shall be shared by the Tenneco Group and the Packaging Group. Each Group's share shall be determined by multiplying such excess or deficit by a fraction, (a) the numerator of which is the Hypothetical State Tax Liability of such Group, and (b) the denominator of which is the sum of the Hypothetical State Tax Liability of the Tenneco Group and the Packaging Group, with appropriate payments being made by Packaging Company to Tenneco, or by Tenneco to Packaging Company, to achieve the appropriate sharing of such excess or deficit. The term "Estimated Tax Payments" shall mean any and all estimated payments made in connection with the Combined or Consolidated State Income Tax Return filed for such Tax Period; provided, however, such amount shall (i) exclude any estimated Tax payments made after the Distribution Date and (ii) include any overpayments of Combined or Consolidated State Income Tax for any prior Tax Periods which are carried forward and applied as payments on the Combined or Consolidated State Income Tax Returns for the applicable Tax Period.
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