Liability for Distribution Tax-Related Losses Sample Clauses

Liability for Distribution Tax-Related Losses. 24 Section 7.03 Procedures Regarding Ruling Requests. 24 SECTION 8. COOPERATION AND RELIANCE 25 Section 8.01 Assistance and Cooperation 25 Section 8.02 Income Tax Return Information 26 Section 8.03 Non-Performance 26 Section 8.04 Costs 26 SECTION 9. TAX RECORDS 26 Section 9.01 Retention of Tax Records 26 Section 9.02 Access to Tax Records 27 SECTION 10. TAX CONTESTS 27 Section 10.01 Notice 27 Section 10.02 Control of Tax Contests 27 SECTION 11. EFFECTIVE DATE; TERMINATION OF PRIOR INTERCOMPANY TAX ALLOCATION AGREEMENTS 29 SECTION 12. SURVIVAL OF OBLIGATIONS 30 SECTION 13. TREATMENT OF PAYMENTS; TAX GROSS UP 30 Section 13.01 Treatment of Tax Indemnity and Tax Benefit Payments 30 Section 13.02 Tax Gross Up 30 Section 13.03 Interest Under This Agreement 30 SECTION 14. DISAGREEMENTS 31 Section 14.01 Discussion 31 Section 14.02 Escalation 31 Section 14.03 Referral to Tax Advisor for Computational Disputes 31 Section 14.04 Injunctive Relief 31 SECTION 15. EXPENSES 32 SECTION 16. GENERAL PROVISIONS 32 Section 16.01 Notices 32 Section 16.02 Binding Effect 33 Section 16.03 Waiver 33 Section 16.04 Severability 33 Section 16.05 Authority 34 Section 16.06 Further Action 34 Section 16.07 Integration 34 Section 16.08 Rules of Construction 34 Section 16.09 No Double Recovery 35 Section 16.10 Counterparts 35 Section 16.11 Governing Law 35 Section 16.12 Jurisdiction 35 Section 16.13 Amendment 35 Section 16.14 Houston or Seattle Affiliates 35 Section 16.15 Successors 35 Section 16.16 Injunctions 36 TAX MATTERS AGREEMENT This TAX MATTERS AGREEMENT (this “Agreement”) is entered into by and among Hewlett Packard Enterprise Company, a Delaware corporation (“Houston”), Seattle SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of Houston (“Seattle,” and together with Houston, the “Companies,” and each a “Company”), and Micro Focus International plc, a company organized under the laws of England and Wales (“Miami,” and together with Houston and Seattle, the “Parties,” and each a “Party”).
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Liability for Distribution Tax-Related Losses. In the event that Distribution Taxes become due and payable to a Tax Authority pursuant to a Final Determination, then, notwithstanding anything to the contrary in this Agreement: (a) if such Distribution Taxes are attributable to a Houston Tainting Act, then Houston shall be responsible for any Distribution Tax-Related Losses; (b) if such Distribution Taxes are attributable to a Seattle Tainting Act, then Seattle shall be responsible for any Distribution Tax-Related Losses; and (c) if such Distribution Taxes are not attributable to a Houston Tainting Act or a Seattle Tainting Act, then Houston shall be one hundred percent (100%) responsible for any Distribution Tax-Related Losses. Section 7.03
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Liability for Distribution Tax-Related Losses 
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Related to Liability for Distribution Tax-Related Losses

  • Distribution Taxes If any Parent Tax Proceeding relating to Distribution Taxes is reasonably likely to give rise to an indemnity obligation of the Acquiror as successor to SpinCo or the JV Group under Section 12 hereof, Acquiror and Parent shall exercise joint control over the disposition of such Parent Tax Proceeding (and, for the avoidance of doubt, shall keep each other informed of all material developments with respect to such Parent Tax Proceeding to the extent the other party is not otherwise informed thereof). Parent shall otherwise have the right to elect to control any Parent Tax Proceeding relating to Distribution Taxes; provided that Parent shall keep Acquiror informed of all material developments.

  • Allocation of Tax Liability In the event that any tax is imposed on the Trust, such tax shall be charged against amounts otherwise distributable to the Owners in proportion to their respective Sharing Ratios. The Owner Trustee is hereby authorized to retain from amounts otherwise distributable to the Owners sufficient funds to pay or provide for the payment of, and then to pay, such tax as is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).

  • Income Tax Allocations (a) Except as provided in this Section 4.3, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for Capital Account purposes under Section 4.1 and Section 4.2.

  • Allocation of Tax Liabilities The provisions of this Section 2 are intended to determine each Company's liability for Taxes with respect to Pre-Distribution Periods. Once the liability has been determined under this Section 2, Section 5 determines the time when payment of the liability is to be made, and whether the payment is to be made to the Tax Authority directly or to another Company.

  • Straddle Period Tax Allocation The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

  • Income Tax Liability Within ten Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of any “affiliated group” (within the meaning of Section 1504(a)(l) of the Code) which equal or exceed $1,000,000 in the aggregate, telephonic or telecopied notice (confirmed in writing within five Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof.

  • Tax Cooperation; Allocation of Taxes (i) Seller and Buyer agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the Purchased Assets and the Business as is reasonably necessary for the filing of all Tax returns, and making of any election related to Taxes, the preparation for any audit by any taxing authority, and the prosecution or defense of any claim, suit or proceeding relating to any Tax return. Seller and Buyer shall cooperate with each other in the conduct of any audit or other proceeding related to Taxes involving the Business and each shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Section 5.03(e).

  • Net Losses After giving effect to the special allocations set forth in Section 6.1(d), Net Losses for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Losses for such taxable period shall be allocated as follows:

  • No Tax Allocation, Sharing The Acquiror Company is not and has not been a party to any Tax allocation or sharing agreement.

  • Allocation of Tax Items To the extent permitted by section 1.704-1(b)(4)(i) of the Treasury Regulations, all items of income, gain, loss and deduction for federal and state income tax purposes shall be allocated to the Members in accordance with the corresponding "book" items thereof; however, all items of income, gain, loss and deduction with respect to Assets with respect to which there is a difference between "book" value and adjusted tax basis shall be allocated in accordance with the principles of section 704(c) of the IRS Code and section 1.704-1(b)(4)(i) of the Treasury Regulations, if applicable. Where a disparity exists between the book value of an Asset and its adjusted tax basis, then solely for tax purposes (and not for purposes of computing Capital Accounts), income, gain, loss, deduction and credit with respect to such Asset shall be allocated among the Members to take such difference into account in accordance with section 704(c)(i)(A) of the IRS Code and Treasury Regulation section 1.704-1(b)(4)(i). The allocations eliminating such disparities shall be made using any reasonable method permitted by the Code, as determined by the Manager.

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