SpinCo’s Responsibility Sample Clauses
The 'SpinCo’s Responsibility' clause defines the obligations and duties that the newly formed or separated company (SpinCo) must fulfill following a corporate spin-off or restructuring. Typically, this clause outlines specific actions SpinCo must take, such as assuming certain liabilities, managing transferred assets, or complying with regulatory requirements. For example, SpinCo may be required to handle ongoing contracts, maintain insurance coverage, or provide indemnification to the parent company. The core function of this clause is to clearly allocate responsibilities between the parent company and SpinCo, ensuring that both parties understand their respective roles and reducing the risk of disputes after the separation.
SpinCo’s Responsibility. SpinCo shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Parent is required or entitled to prepare and file under Section 4.02. The Tax Returns required to be prepared and filed by SpinCo under this Section 4.03 shall include (a) any SpinCo Federal Consolidated Income Tax Return for Tax Periods ending after the Deconsolidation Date and (b) SpinCo Separate Returns for which the Due Date is after the Deconsolidation Date.
SpinCo’s Responsibility. SpinCo shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Distributing is required, or chooses, to prepare and file under Section 4, provided that SpinCo shall not file any SpinCo Separate Returns for a Tax Period in a jurisdiction and for a type of Tax where Distributing files a Joint Return. The Tax Returns required to be prepared and filed by SpinCo under this Section 4.03 shall include (a) any SpinCo Federal Consolidated Income Tax Return for Tax Periods ending after the Deconsolidation Date, (b) SpinCo Separate Returns relating to Income Taxes required to be filed for Tax Periods beginning on or after the Deconsolidation Date, and (c) SpinCo Separate Returns relating to Other Taxes.
SpinCo’s Responsibility. Parent or Spinco shall prepare and file, or shall cause to be prepared and filed, when due (taking into account any applicable extensions) all Spinco Separate Returns, including any such amended Spinco Separate Returns.
SpinCo’s Responsibility. SpinCo shall prepare and file when due (taking into account any applicable extensions), or shall cause to be prepared and filed, all Tax Returns, including any amended Tax Returns, required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Parent is required to prepare and file under Section 3.1. The Tax Returns required to be prepared and filed by SpinCo under this Section 3.2 shall include any SpinCo Separate Returns and any amended SpinCo Separate Returns. For the avoidance of doubt, SpinCo shall prepare any transfer pricing documentation required to be prepared with respect to a Tax Return required to be prepared and filed under this Section 3.2 and Parent shall be entitled to review and comment on any such transfer pricing documentation in a manner consistent with Section 3.3.
SpinCo’s Responsibility. SpinCo shall timely prepare any SpinCo Separate Returns, including any Adjustment Request with respect thereto.
SpinCo’s Responsibility. SpinCo shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the SpinCo Group other than those Tax Returns which Motorola is required to prepare and file under
SpinCo’s Responsibility for the Preparation of Tax Returns and for the Payment of Taxes. Spinco shall prepare and file or cause to be prepared and filed all Tax Returns relating to Other Taxes of Spinco or any of its subsidiaries or the Spinco Business that have not been filed before the Distribution Date. Spinco shall prepare and file or cause to be prepared and filed all Income Tax Returns relating to taxable periods of Spinco and its subsidiaries after the Distribution Date, except for Income Tax Returns of the Affiliated Group or any Combined Group and Income Tax Returns of Spinco for any Straddle Period as described in Sections 3.1 and 3.3.
SpinCo’s Responsibility for the Preparation of Tax Returns and for the Payment of Taxes. Spinco shall prepare and file all Tax Returns relating to Other Taxes of Spinco or any Spinco Subsidiary that have not been filed before the Distribution Date. Spinco shall prepare and file or cause to be prepared and filed all Tax Returns of Spinco or any Spinco Subsidiary for periods commencing after the Distribution Date.
SpinCo’s Responsibility. Spinco shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to Spinco other than those Tax Returns which Parent is required to prepare and file under Section 4.02. The Tax Returns required to be prepared and filed by Spinco under this Section 4.03 shall include any Spinco Tax Returns required to be filed for Tax Periods ending after the Distribution Date. At Parent’s request, Spinco shall prepare or cause to be prepared the portions of the Tax Returns which Parent is required to prepare and file under Section 4.02 that relate to Spinco and/or the Spinco Business with respect to any Pre-Distribution Period and timely provide such portions of such Tax Returns to Parent.
SpinCo’s Responsibility. Spinco shall have sole and exclusive responsibility for the preparation and filing of:
(a) all Tax Returns (other than Consolidated Returns and Combined Returns) for Spinco and any Spinco Affiliate for any Interim Periods;
(b) all Tax Returns with respect to Spinco and any Spinco Affiliate for Post Distribution Periods;
(c) all Non-Income Tax Returns required to be filed with respect to Spinco, the Spinco Business or any part thereof, that are required to be filed (taking into account any extension of time which has been requested or received) after the Contribution Date; and
(d) all Tax Returns and Non-Income Tax Returns required to be filed with respect to the Company or any Company Affiliate or any business conducted by the Company or any Company Affiliate.