Subpart F Income. Buyer would not be required to include any amount in gross income with respect to any of the Foreign Subsidiaries pursuant to section 951 of the Code if the taxable year of any such Foreign Subsidiaries were deemed to end on the Closing Date after the Closing.
Subpart F Income. In the event that Enron intends to file any Tax Return reflecting Taxes for which EOG would be responsible pursuant to Section 10.3(b)(ii), Enron will present Enron's good faith calculations of the relevant amount of Subpart F income and of the amount of Tax, computed as provided in Section 10.4(e), for which Enron believes EOG is responsible in connection with such Tax Return at least 45 days prior to the date such Tax Return is due, including extensions. EOG will provide EOG's good faith comments on such calculations no later than 15 days after receipt of such calculations from Enron. To the extent that Enron agrees with EOG's good faith comments, Enron will accept them and reflect them on such Tax Return as it is filed. To the extent that Enron disagrees with EOG's good faith comments, the Parties will attempt in good faith to resolve the dispute. In the event that they do not resolve the dispute, a neutral accountant mutually selected by Enron and EOG will resolve the dispute expeditiously prior to the date the Tax Return is due, including extensions.
Subpart F Income. If QBDH is a CFC, each U.S. Shareholder will be required to include in gross income, its’ pro rata share of QBDH’s Subpart F income which includes “Foreign Base Company Income” or “FBCI”. Under a de minimis exception, a CFC’s FBCI is zero if it is less than both (i) 5% of the CFC’s gross income, and (ii) U.S. $1,000,000. Income is not FBCI if it is taxed at an effective foreign tax rate that exceeds 31.5%. In addition, a U.S. Shareholder is not required to pick up its pro rata share of FBCI in any year in which a CFC has a deficit in its earnings and profits. QBDH’s FBCI is likely to fall within two (of several) FBCI categories: (i) foreign personal holding company income (“FPHCI”) and (ii) foreign base company sales income (“FBCSI”).
Subpart F Income. The Company shall use its reasonable ---------------- best efforts to cause its Subsidiaries to avoid recognizing income that would be includable by the Company and its Members under Code (S)951; provided that the -------- ---- Company and its Subsidiaries shall be free to take actions which will result in income includable by the Company and its Members so long as the Company pays tax distributions to the Members with respect to such income under Section 3.1(b).
Subpart F Income. (a) Notwithstanding anything to the contrary in this Agreement, if (i) HBI or any of its Affiliates receive a distribution of cash or other property from any CFC during any Straddle Period or Post-Distribution Tax Period of that CFC, (ii) some or all of that distribution is excluded from the gross income of the HBI Group by operation of Section 959(a) of the Code (any amount so excluded called the “959 Dividend Exclusion”), and (iii) some or all of the 959 Dividend Exclusion occurred because the earnings and profits of the CFC supporting the distribution, if any, were allocable (within the meaning of Section 959(c) of the Code) to earnings and profits that (a) occurred during a Pre-Distribution Tax Period of that CFC, and (b) were included in the gross income of the Xxxx Xxx Consolidated Group by reason of its ownership of that CFC’s stock on the last day of that Pre-Distribution Tax Period (any amounts so allocable called the “Subpart F Pre-Distribution Inclusion”), then HBI shall pay an amount to Xxxx Xxx equal to the lesser of the Tax Detriment to Xxxx Xxx of the Subpart F Pre-Distribution Inclusion and the Tax Benefit to HBI of the 959 Dividend Exclusion.
(b) Within 30 days after a Straddle Period Tax Return is filed for any HBI Affiliate that is a CFC, Xxxx Xxx shall provide to HBI a schedule (which may be amended from time to time) containing a good faith estimate of the total amount of earnings and profits of that CFC that has been included in the gross income of a United States shareholder (as that term is defined in Section 951(b) of the Code) under Section 951(a) of the Code as of the last day of that Straddle Period, but has yet to be allocated (within the meaning of Section 959(c) of the Code) to any distributed amounts.
Subpart F Income. Notwithstanding anything herein to the contrary, Sellers shall not indemnify the Buyer (or its Affiliates) for Taxes imposed upon amounts included in the Buyer or its Affiliate’s income under Section 951 of the IRC.
Subpart F Income. The Company and its Subsidiaries shall not take or permit any action or engage in any transaction outside the ordinary course of business from the date of this Agreement through the Effective Time which could give rise to U.S. income inclusion under Section 951 of the Code with respect to any Subsidiary that is a “controlled foreign corporation” as defined in Section 957 of the Code.
Subpart F Income. Neither the Company nor any Tax Affiliate, to the extent they are "controlled foreign corporations" within the meaning of Section 957 of the Code, have now or have had at any time in the past "subpart F income" within the meaning of Section 952 of the Code.
Subpart F Income. The Company has not recognized any amount of “subpart F income” (as defined in Section 952 of the Code) during a Tax period of the Company that includes but does not end on the Closing Date.
Subpart F Income. During the period beginning January 1, 2004 and ending on the Closing Date, none of the Subsidiaries will generate any material subpart F income (as defined in section 952(a) of the Code) outside the Ordinary Course of Business.
