Tax Attributes of AgeX Not Carried Back Sample Clauses

Tax Attributes of AgeX Not Carried Back. With respect to any Tax Attributes incurred by the AgeX Group in a Post-Deconsolidation Period, AgeX shall not, and shall cause each member of the AgeX Group to not, elect to carry back Tax Attributes to a Pre-Deconsolidation Period. In the event the applicable Tax law requires a Tax Attribute of the AgeX Group arising in a Post-Deconsolidation Period to be carried back to a Pre-Deconsolidation Period Tax Return of BioTime or other member of the BioTime Group (such Tax Attribute being a “Required Tax Attribute Carryback”), AgeX shall notify BioTime of such Required Tax Attribute Carryback sixty (60) days prior to the date such Tax Return must be filed and AgeX shall timely provide BioTime with all information reasonably necessary to properly account for such Required Tax Attribute Carryback on such Tax Return. If a Required Tax Attribute Carryback that is reported on a Tax Return filed by BioTime or other member of the BioTime Group produces an actual Tax savings to BioTime or other member of the BioTime Group, BioTime shall pay AgeX an amount equal to such savings within sixty (60) days following the filing of such Tax Return.
Sample 1
AutoNDA by SimpleDocs

Related to Tax Attributes of AgeX Not Carried Back

  • Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

  • Financial Attributes of Non-Wholly Owned Subsidiaries When determining the Applicable Margin and compliance by the Borrower with any financial covenant contained in any of the Loan Documents, only the Ownership Share of the Borrower of the financial attributes of a Subsidiary that is not a Wholly Owned Subsidiary shall be included when including financial information from a Subsidiary that is not a Wholly Owned Subsidiary.

  • Carrybacks (a) The carryback of any loss, credit or other Tax Attribute from any Post-Closing Period shall be in accordance with the provisions of the Code and Treasury Regulations (and any applicable state, local or foreign Laws).

  • Net Income and Net Loss All net income or net loss of the Company shall be for the account of the Member.

  • Sales of Assets, Etc Such Obligor will not, and will not permit any of its Subsidiaries to, sell, lease, exclusively license (in terms of geography or field of use), transfer, or otherwise dispose of any of its Property (including accounts receivable and capital stock of Subsidiaries) to any Person in one transaction or series of transactions (any thereof, an “Asset Sale”), except:

  • Apportionment of Earnings and Profits and Tax Attributes (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Allocation of Straddle Period Taxes In the case of any Straddle Period:

  • Target Net Assets The Company agrees that the Target Business that it acquires must have a fair market value equal to at least 80% of the balance in the Trust Account at the time of signing the definitive agreement for the Business Combination with such Target Business (excluding taxes payable and the Deferred Underwriting Commissions). The fair market value of such business must be determined by the Board of Directors of the Company based upon standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and book value. If the Board of Directors of the Company is not able to independently determine that the target business meets such fair market value requirement, the Company will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. The Company is not required to obtain an opinion as to the fair market value if the Company’s Board of Directors independently determines that the Target Business does have sufficient fair market value.

Time is Money Join Law Insider Premium to draft better contracts faster.