Deconsolidation. Notwithstanding Section 4.2(c)(4), WhiteWave shall not issue any stock prior to the Distribution without the consent of Xxxx Foods if such issuance would cause a Deconsolidation.
Deconsolidation. If any member of the Corporation’s Consolidated Group that owns any LLC Unit deconsolidates from such Consolidated Group, then the Corporation will cause such member (or the new parent of the Consolidated Group in the case where the Corporation deconsolidates from the Consolidated Group) to assume the obligations under this Agreement (including to make TRA Payments) as if it were the Corporation, solely with respect to the applicable Tax Attributes associated with any Adjusted Asset it owns (directly or indirectly) in a manner consistent with the principles of this Agreement.
Deconsolidation. In the event that a Subsidiary is determined not to have been properly treated as an includible corporation in the Group with respect to any Taxable Period, the amount of any payments made under Paragraphs 2, 3 and 5 (taking into account any adjustments pursuant to Paragraphs 6(a) and (b)) shall be refunded to the party entitled to such net amount within 30 days of a Final Determination of such deconsolidation, or as soon as the amount to be refunded can practicably be determined, if later, together with any applicable interest for the period.
Deconsolidation. Notwithstanding anything herein to the contrary, to the extent permitted by applicable law, FCCG may cease to file a Consolidated Return in any jurisdiction with respect to any taxable year in its sole discretion. FCCG shall not be required to compensate FAT in any manner for any amount as a result of the prior or current use of any tax attribute or item of income, gain, loss, deduction or credit of FAT notwithstanding that no portion of such attribute or item may be apportioned to FAT under the applicable law as a consequence of FAT ceasing to be included in a Consolidated Return with FCCG in such jurisdiction.
Deconsolidation. Except as otherwise provided in this Agreement, Aquila shall be responsible for, and shall indemnify and hold harmless UtiliCorp against, any and all Taxes arising from any Deconsolidation Event. Notwithstanding this Section 6.1(b), however, Aquila shall not be responsible for any Tax for which UtiliCorp or any member of the UtiliCorp Affiliated Group would otherwise be responsible that arises from or is related to an excess loss account as defined in Section 1.1502-19 of the Treasury Regulations or an intercompany transaction between a member of the UtiliCorp Affiliated Group and a member of the Aquila Affiliated Group as defined in Section 1.1502-13 of the Treasury Regulations. UtiliCorp shall not be responsible in any event for any Tax that arises from or is related to an excess loss account that results from a transaction only between members of the Aquila Affiliated Group or an intercompany transaction only between members of the Aquila Affliated Group or that results in a taxable gain to a member of the Aquila Affiliated Group.
Deconsolidation. Sellers will be liable for all of the Taxes with respect to income of the Companies for all deconsolidating adjustments (including without limitation any deferred income triggered into income by Section 1.1502-13 of the Treasury Regulations promulgated under the Code and any excess loss accounts taken into income under Section 1.1502-19 of the Treasury Regulations) for all periods through the Closing Date to the extent such Taxes are not reflected on the Post Closing Equity Schedule.
Deconsolidation. (i) In the event that it is determined that Sub has ceased to be a Member of the Group with respect to any Taxable Period, the amount of any payments ("Deconsolidated Payments") made by Parent or Sub with respect to such or subsequent Tax able Periods under Sections 2 and 3 hereof (taking into account any adjustments pursuant to paragraph (a) of this Section 5) shall be repaid by Sub, or accrued as a liability of Parent, as the case may be, with interest at the rate determined under Section 6621(a)(2) of the Code no sooner than ten (10) days prior to and no later than five (5) days following the earlier of (i) the date of a Final Determination with respect to such determination or (ii) the earliest date such adjustment can reasonably be calculated. In the event Parent accrues a liability to Sub under this Section 5(b)(i) (or Section 2(c) hereof), Parent shall promptly (i) repay to Sub any Deconsolidated Payments that Parent has not forwarded to the IRS; and (ii)(a) file a request with the IRS for a refund of all Deconsolidated Payments that Parent has forwarded to the IRS and pay to Sub all amounts received from the IRS pursuant to such refund request or (b) apply for and receive permission from the IRS to have all Deconsolidated Payments that Parent has forwarded to the IRS credited as payments made by Sub to the IRS (in accordance with Treasury regulation section 1.1502-75(f)(2)). For purposes of this Section 5(b)(i), interest shall be computed in the same manner as the IRS would have computed interest with respect to a hypothetical overpayment equivalent to the amount to be repaid or accrued from the date of such hypothetical overpayment until the date repaid or accrued.
(ii) Notwithstanding anything in this Agreement to the contrary, the provisions of the final sentence of Section 3(a) shall continue to apply following Sub's ceasing to be a Member of the Group for any reason.
Deconsolidation. After the Closing, TCG shall take such steps with CTFG and the Taylxx Xxxily in accordance with generally accepted accounting principles as are necessary to deconsolidate the Bank from CTFG for accounting purposes.
Deconsolidation. Holdings, the Trustee, and the Noteholders shall not object to any motion filed by KLTT or any of its affiliates seeking bankruptcy court approval in all or any of the DTI Cases to: (a) cause Holdings and its subsidiaries to no longer be part of the consolidated tax group in which KLTT and its affiliates are members and Great Plains Energy Incorporated ("GPE") is the parent corporation and taxpayer, and/or (b) take a worthless stock or asset deduction with respect to KLTT's investment in Holdings and its subsidiaries (collectively the "KLTT Transaction"); provided however that any such motion shall seek to implement the KLTT Transaction in such a manner that the KLTT Transaction is deemed to have occurred at the instant before closing of the Sale has occurred.
Deconsolidation. Also, Linsco shall be reimbursed by LNC to the extent that it is permitted to carry over less than the amount calculated in Section I.B.3.
