Tax Benefits. (a) Parent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A Company receiving a refund to which the other Company is entitled hereunder shall pay over such refund to such other Company within fifteen (15) Business Days after such refund is received. (b) If a member of the SpinCo Group would be expected to realize a Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Group would otherwise be liable hereunder (or an adjustment pursuant to a Final Determination to any Tax Attribute of a member of the Parent Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo shall make a payment to Parent within thirty (30) Business Days following receipt by SpinCo of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c)), in an amount equal to such Tax Benefit (including any Tax Benefit expected to be realized as a result of the payment), plus interest on such amount computed at the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Group would be expected to realize such Tax Benefit to the date of payment under this Section 6.01(b). For purposes of determining whether (and when) an adjustment to any Taxes for which a member of the Parent Group is liable hereunder is expected to result in a Tax Benefit for SpinCo, the SpinCo Group shall be deemed to be a SpinCo Full Taxpayer. (c) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent shall provide SpinCo with a written calculation of the amount payable to Parent by SpinCo pursuant to this Section 6. In the event that SpinCo disagrees with any such calculation described in this Section 6.01(c), SpinCo shall so notify Parent in writing within thirty (30) days of receiving the written calculation set forth above in this Section 6.01(c). Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under Section 6.01(b) shall be determined in accordance with the disagreement resolution provisions of Section 16 as promptly as practicable. (d) Without prejudice to Section 6.01(b), SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parent, and not SpinCo, shall be entitled to any refund or Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to the first sentence of this Section 6.01(d).
Appears in 4 contracts
Samples: Tax Matters Agreement (Vestis Corp), Tax Matters Agreement (Aramark), Tax Matters Agreement (Vestis Corp)
Tax Benefits. (a) Parent Distributing shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Distributing Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A Company receiving a refund to which the other another Company is entitled hereunder shall pay over such refund to such other Company within fifteen five (155) Business Days after such refund is received.
(b) If a member of the SpinCo Group would be expected to realize a Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Distributing Group would otherwise be liable hereunder (or an adjustment pursuant to a Final Determination to any Tax Attribute of a member of the Parent Distributing Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basisbasis assuming the SpinCo Group is a SpinCo Full Taxpayer), SpinCo shall make a payment to Parent Distributing within thirty five (305) Business Days following receipt by SpinCo of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c))Final Determination, in an amount equal to the Taxes for which the Distributing Group would otherwise be, or would otherwise be reasonably expected to be, liable as a result of such adjustment provided, however, that to the extent the Tax Benefit (including any Tax Benefit resulting from the Final Determination would be expected to be realized as in a result of the payment)Pre-Deconsolidation Period, plus interest on such amount computed at the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Group would shall instead be expected to realize such Tax Benefit to the date of payment responsible under this Section 6.01(b). For purposes ) for an amount equal to the excess of determining whether (and whenx) an adjustment to any the amount of Taxes for which a member of the Parent Distributing Group is liable hereunder as a result of the adjustment (for the avoidance of doubt, including any interest payable in respect thereof) over (y) the amount of such Tax Benefit (for the avoidance of doubt, including any interest owed in respect thereof) (such amounts to be calculated on the basis that Distributing is a Distributing Full Taxpayer), and provided, further, however, that SpinCo shall not be required to make a payment to Distributing pursuant to this Section 6.01(b) to the extent of any Specified Excess Tax Benefit. For purposes of determining the amount of Taxes for which the Distributing Group is, or is reasonably be expected to be, liable as a result in of an adjustment pursuant to a Tax Benefit for SpinCoFinal Determination, the SpinCo Distributing Group shall be deemed (i) not to utilize any Tax Attributes available to the Distributing Group and (ii) to be a SpinCo Distributing Full Taxpayer.
(c) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent Distributing shall provide SpinCo with a written calculation of the amount payable to Parent Distributing by SpinCo pursuant to this Section 6. In the event that SpinCo disagrees with any such calculation described in this Section 6.01(c), SpinCo shall so notify Parent Distributing in writing within thirty (30) days of receiving the written calculation set forth above in this Section 6.01(c). Parent Distributing and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under Section 6.01(b) shall be determined in accordance with the disagreement resolution provisions of Section 16 14 as promptly as practicable.
(d) Without prejudice to Section 6.01(b), SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any (i) a SpinCo Separate ReturnReturn for a Post-Deconsolidation Period or (ii) a SpinCo Separate Return of Other Taxes for any Tax period that ends after the Deconsolidation Date. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, ParentDistributing, and not SpinCo, shall be entitled to any refund or Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to the first sentence of this Section 6.01(d).
Appears in 3 contracts
Samples: Tax Sharing Agreement (Harvard Bioscience Inc), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.), Tax Sharing Agreement (Harvard Apparatus Regenerative Technology, Inc.)
Tax Benefits. (a) Parent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A Company receiving a refund to which the other Company is entitled hereunder shall pay over such refund to such other Company within fifteen (15) Business Days after such refund is received.
(b) If a member of the SpinCo Spinco Group would be expected to realize a realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Remainco Group would otherwise be is liable hereunder (or under the Employee Matters Agreement, or if a member of the Remainco Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Tax Attribute of Taxes for which a member of the Parent Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis)Spinco Group is liable hereunder or under the Employee Matters Agreement, SpinCo Spinco or Remainco, as the case may be, shall make a payment to Parent the other company within thirty one hundred twenty (30120) Business Days following receipt by SpinCo such realization of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c))Tax Benefit, in an amount equal to such Tax Benefit (including any Tax Benefit expected to be realized as a result of Benefit. For the payment), plus interest on such amount computed at the Prime Rate (or, for the absence avoidance of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Group would be expected to realize if such Tax Benefit results in the reduction of an indemnity payment pursuant to the date of Section 4.01(b), no payment shall be required under this Section 6.01(b5.01(a) to the extent the Required Company reduced its Tax indemnity payment under Section 4.01(b). For purposes of determining whether .
(and whenb) an adjustment to any Taxes for which No later than one hundred twenty (120) Business Days after a Tax Benefit described in Section 5.01(a) is realized by a member of the Parent Remainco Group is liable hereunder is expected to result in or a member of the Spinco Group, Remainco (if a member of the Remainco Group realizes such Tax Benefit for SpinCo, Benefit) or Spinco (if a member of the SpinCo Spinco Group shall be deemed to be a SpinCo Full Taxpayer.
(crealizes such Tax Benefit) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent shall provide SpinCo the other Company with a written calculation notice of the amount payable to Parent such other Company by SpinCo Remainco or Spinco pursuant to this Section 65. In the event that SpinCo Remainco or Spinco disagrees with any such calculation described in this Section 6.01(c5.01(b), SpinCo Remainco or Spinco shall so notify Parent the other Company in writing within thirty (30) days Business Days of receiving the written calculation set forth above in this Section 6.01(c5.01 (b). Parent Remainco and SpinCo Spinco shall endeavor in good faith to resolve such disagreement, and, failing that, disagreement and the amount payable under this Section 6.01(b) 5 shall be determined in accordance with the disagreement resolution provisions of Section 16 15 as promptly as practicable.
(d) Without prejudice to Section 6.01(b), SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parent, and not SpinCo, shall be entitled to any refund or Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to the first sentence of this Section 6.01(d).
Appears in 3 contracts
Samples: Tax Matters Agreement (DuPont De Nemours, Inc.), Tax Matters Agreement (International Flavors & Fragrances Inc), Tax Matters Agreement (DuPont De Nemours, Inc.)
Tax Benefits. (a) Parent Except as set forth below, MINC shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes received by any member of the Parent Group or the SpinCo Groupand Other Taxes for which MINC is liable hereunder, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo Freescale shall not be entitled to any refund (or and any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A ) of Income Taxes and Other Taxes for which Freescale is liable hereunder and a Company receiving a refund to which the other another Company is entitled hereunder shall pay over such refund to such other Company within fifteen (15) Business Days thirty days after such refund is receivedreceived (together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over).
(b) If a member of the SpinCo Freescale Group would realizes (or will realize) any Tax Benefit as a result of an adjustment (other than an adjustment set forth in Schedule 6.01(b), as such Schedule 6.01(b) may be expected amended by mutual agreement by the Companies prior to the date of the IPO) pursuant to a Final Determination to any Taxes (other than Foreign Income Taxes) for which a member of the MINC Group is liable hereunder (or Tax Attribute of a member of the MINC Group, or of any consolidated, combined or unitary group the Taxes of which MINC is liable for hereunder), or if a member of the MINC Group realizes (or will realize) any Tax Benefit as a result of an adjustment (other than an adjustment set forth in Schedule 6.01(b), as such Schedule 6.01(b) may be amended by mutual agreement by the Companies prior to the date of the IPO) pursuant to a Final Determination to any Taxes (other than Foreign Income Taxes) for which a member of the Freescale Group is liable hereunder (or Tax Attribute of a member of the Freescale Group), Freescale or MINC, as the case may be, shall make a payment to either MINC or Freescale, respectively, within 364 days following such Final Determination in an amount equal to such Tax Benefit (including any such Tax Benefit not yet realized). For purposes of determining the amount of any Tax Benefit, the Freescale Group or MINC Group (or the applicable member thereof) (A) shall be deemed to realize such Tax Benefit in the first taxable year (or years) that such Tax Benefit (or the Tax Attribute giving rise to such Tax Benefit) may be realized and utilized under applicable law (in the case of a Tax Benefit arising from additional basis in an asset, in no event later than the date of the Final Determination), (B) shall be deemed to pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year (or in the case of taxable years subsequent to the taxable year in which the Final Determination occurs, the highest marginal corporate Tax rates in effect in the taxable year of the Final Determination) and (C) shall be deemed to have no Tax Attributes other than those giving rise to such Tax Benefit.
(c) If a member of the Freescale Group actually realizes pursuant to a Final Determination any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Foreign Income Taxes for which a member of the Parent MINC Group would otherwise be is liable hereunder (or an adjustment pursuant to a Final Determination to any Foreign Income Tax Attribute of a member of the Parent MINC Group) and such Tax Benefit would not have arisen but for such adjustment, or if a member of the MINC Group actually realizes pursuant to a Final Determination any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Foreign Income Taxes for which a member of the Freescale Group is liable hereunder (determined on or Foreign Income Tax Attribute of a “with member of the Freescale Group) and without” basis)such Tax Benefit would not have arisen but for such adjustment, SpinCo Freescale or MINC, as the case may be, shall make a payment to Parent either MINC or Freescale, as appropriate, within thirty (30) Business Days 30 days following receipt by SpinCo such actual realization of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c))Tax Benefit, in an amount equal to such Tax Benefit actually realized (including any Tax Benefit expected to be actually realized as a result of the payment), plus interest on such amount computed at the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of such actual realization of the SpinCo Group would be expected to realize such Tax Benefit to the date of payment of such amount under this Section 6.01(b6.01(c). For purposes of determining whether (and when) an adjustment to any Taxes for which a member of the Parent Group is liable hereunder is expected to result in a Tax Benefit for SpinCo, the SpinCo Group shall be deemed to be a SpinCo Full Taxpayer.
(cd) No later than five (5) Business Days following 30 days after the date of a Final Determination described referred to in Section 6.01(b), Parent MINC (if a member of the MINC Group receives such Final Determination) or Freescale (if a member of the Freescale Group receives such Final Determination) shall provide SpinCo the other Company with a written calculation of the amount payable by such other Company to MINC or Freescale pursuant to this Section 6. No later than 30 days after a Tax Benefit described in Section 6.01(c) is actually realized by a member of the MINC Group or a member of the Freescale Group, MINC (if a member of the MINC Group actually realizes such Tax Benefit) or Freescale (if a member of the Freescale Group actually realizes such Tax Benefit) shall provide the other Company with a written calculation of the amount payable to Parent such other Company by SpinCo MINC or Freescale pursuant to this Section 6. In the event that SpinCo MINC or Freescale disagrees with any such calculation described in this Section 6.01(c6.01(d), SpinCo MINC or Freescale shall so notify Parent the other Company in writing within thirty (30) 30 days of receiving the written calculation set forth above in this Section 6.01(c6.01(d). Parent MINC and SpinCo Freescale shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6.01(b) 6 shall be determined in accordance with the disagreement resolution provisions of Section 16 14 as promptly as practicable.
(de) Without prejudice to Section 6.01(b), SpinCo Freescale shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parentthat is attributable to, and would not SpinCohave arisen but for, shall be entitled to any refund or Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled Freescale Carryback pursuant to the first sentence proviso set forth in Section 4.07. Any such payment of such refund made by MINC to Freescale pursuant to this Section 6.01(d6.01(e) shall be recalculated in light of any Final Determination (or any other facts that may arise or come to light after such payment is made, such as a carryback of a MINC Group Tax Attribute to a Tax Period in respect of which such refund is received) that would affect the amount to which Freescale is entitled, and an appropriate adjusting payment shall be made by Freescale to MINC such that the aggregate amounts paid pursuant to this Section 6.01(e) equals such recalculated amount (with interest computed at the Prime Rate).
Appears in 3 contracts
Samples: Tax Sharing Agreement (Freescale Semiconductor Inc), Tax Sharing Agreement (Motorola Inc), Tax Sharing Agreement (Freescale Semiconductor Inc)
Tax Benefits. (a) Parent Agilent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Agilent Group or the SpinCo Keysight Group, other than any refund to which SpinCo Keysight is entitled pursuant to Section 6.01(d6.01(b). SpinCo Keysight shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d6.01(b). A Company receiving a refund to which the other another Company is entitled hereunder shall pay over such refund to such other Company within fifteen ten (1510) Business Days after such refund is received.
(b) If a Keysight and its Affiliates shall be entitled to retain any refund of Taxes (and any interest thereon) received from an applicable Tax Authority after the Separation Date and to which any member of the SpinCo Keysight Group would is entitled under applicable Tax Law.
(c) Without prejudice to the provisos set forth in Sections 2.02 and 2.03, and except as set forth in this Section 6.01, Keysight shall also be expected entitled to realize a Tax Benefit as a result receive payment from Agilent in respect of an adjustment pursuant to a Final Determination to any Taxes for Keysight Group Attributes which a are utilized by Agilent or any member of the Parent Agilent Group would otherwise be liable hereunder (or an adjustment pursuant to a Final Determination to in any Tax Attribute of a member of period ending on, before or after the Parent Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo shall make a payment Deconsolidation Date to Parent within thirty (30) Business Days following receipt by SpinCo of the written calculation pursuant to Section 6.01(c) (or, in extent the event of a disagreement, following resolution use of such disagreement pursuant to Section 6.01(c)), in an amount equal to such Tax Benefit (including any Tax Benefit expected to be realized as a result of the payment), plus interest on such amount computed at the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Keysight Group would be expected to realize such Tax Benefit to the date of payment under this Section 6.01(b). For purposes of determining whether (and when) an adjustment to any Taxes for which a member of the Parent Group is liable hereunder is expected to Attributes result in a Tax Benefit for SpinCoto the Agilent Group, determined after the SpinCo use of such Keysight Group shall be deemed to be Attributes in accordance with applicable Tax Law, but only if such Keysight Group Attributes arose in a SpinCo Full TaxpayerTax period of the Keysight Group ending after the Deconsolidation Date.
(cd) No later than five ten (510) Business Days following the filing of any Tax Return in connection with which Agilent or any member of the Agilent Group utilizes a Final Determination Keysight Group Attribute as described in Section 6.01(b6.01(c), Parent Agilent shall provide SpinCo Keysight with a written calculation of the amount the Tax Benefit payable to Parent Keysight by SpinCo Agilent pursuant to this Section 6. In the event that SpinCo Keysight disagrees with any such calculation described in this Section 6.01(c6.01(d), SpinCo Keysight shall so notify Parent Agilent in writing within thirty (30) days of receiving the written calculation set forth above in this Section 6.01(c6.01(d). Parent Agilent and SpinCo Keysight shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under Section 6.01(b6.01(c) shall be determined in accordance with the disagreement resolution provisions of Section 16 14 as promptly as practicable.
(d) Without prejudice to Section 6.01(b), SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parent, and not SpinCo, shall be entitled to any refund or Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to the first sentence of this Section 6.01(d).
Appears in 3 contracts
Samples: Tax Matters Agreement (Keysight Technologies, Inc.), Tax Matters Agreement (Agilent Technologies Inc), Tax Matters Agreement (Keysight Technologies, Inc.)
Tax Benefits. (a) Parent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A Company receiving a refund to which the other Company is entitled hereunder shall pay over such refund to such other Company within fifteen (15) Business Days after such refund is received.
(b) If a member of the SpinCo Spinco Group would be expected to realize a recognizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Remainco Group would otherwise be is liable hereunder (or an adjustment pursuant to a Final Determination to any Tax Attribute of a member of the Parent Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo shall make or if a payment to Parent within thirty (30) Business Days following receipt by SpinCo member of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c)), in an amount equal to such Tax Benefit (including Remainco Group recognizes any Tax Benefit expected to be realized as a result of the payment), plus interest on such amount computed at the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Group would be expected to realize such Tax Benefit to the date of payment under this Section 6.01(b). For purposes of determining whether (and when) an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Spinco Group is liable hereunder is expected to result in a and such Tax Benefit would not have arisen but for SpinCosuch adjustment (determined on a “with and without” basis), Spinco or Remainco, as the SpinCo Group case may be, shall be deemed make a payment to be a SpinCo Full Taxpayerthe other company within one hundred twenty (120) days following such actual recognition of the Tax Benefit, in an amount equal to such Tax Benefit.
(cb) No later than five one hundred twenty (5120) Business Days following days after a Final Determination Tax Benefit described in Section 6.01(b)5.01(a) is actually recognized by a member of the Remainco Group or a member of the Spinco Group, Parent Remainco (if a member of the Remainco Group recognizes such Tax Benefit) or Spinco (if a member of the Spinco Group recognizes such Tax Benefit) shall provide SpinCo the other Company with a written calculation notice of the amount payable to Parent such other Company by SpinCo Remainco or Spinco pursuant to this Section 65. In the event that SpinCo Remainco or Spinco disagrees with any such calculation described in this Section 6.01(c5.01(b), SpinCo Remainco or Spinco shall so notify Parent the other Company in writing within thirty (30) days of receiving the written calculation set forth above in this Section 6.01(c5.01(b). Parent Remainco and SpinCo Spinco shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6.01(b) 5 shall be determined in accordance with the disagreement resolution provisions of Section 16 13 as promptly as practicable.
(d) Without prejudice to Section 6.01(b), SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parent, and not SpinCo, this Section 5 shall be entitled apply to any refund adjustment under Section 482 of the Code or any similar provisions by any Tax Benefit that results Authority increasing the amount of payments received or deemed received by (1) any member of the Remainco Group from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to member of the first sentence Spinco Group or (2) any member of this Section 6.01(d)the Spinco Group from any member of the Remainco Group.
Appears in 2 contracts
Samples: Tax Matters Agreement (Regal Beloit Corp), Tax Matters Agreement (Rexnord Corp)
Tax Benefits. (a) Parent shall be entitled to all Tax Benefits (including, in the case of any refund (and received, any interest thereon received from actually received) attributable to Taxes the applicable Tax Authority) of Taxes received by any member of the liability for which is allocated to Parent Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d)this Agreement. SpinCo shall not be entitled to all Tax Benefits (including, in the case of any refund (or received, any interest thereon received from actually received) attributable to Taxes the applicable liability for which is allocated to SpinCo pursuant to this Agreement. For purposes of the foregoing, a Tax Authority), except Benefit relating to a correlative adjustment as set forth in Section 6.01(d). A Company receiving a refund result of a competent authority proceeding shall be deemed to which be attributable to the other Company is entitled hereunder shall pay over such refund liability for Taxes that gave rise to such other Company within fifteen (15) Business Days after such refund is receivedthe correlative adjustment.
(b) If a member of the SpinCo Group would be expected to realize A Party receiving (or realizing) a Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Group would otherwise be liable another Party is entitled hereunder (or an adjustment pursuant to a Final Determination to any Tax Attribute of a member of the Parent Group) and such “Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo Recipient”) shall make a payment to Parent within thirty (30) Business Days following receipt by SpinCo pay over the amount of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c)), in an amount equal to such Tax Benefit (including any Tax Benefit expected to be realized as a result of the payment), plus interest on such amount computed at the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days received from the date the member relevant Taxing Authority, but net of the SpinCo Group would be expected any Taxes imposed with respect to realize such Tax Benefit to the date of payment under this Section 6.01(b). For purposes of determining whether (and whenany other reasonable costs associated therewith) an adjustment to any Taxes for which a member of the Parent Group is liable hereunder is expected to result in a Tax Benefit for SpinCo, the SpinCo Group shall be deemed to be a SpinCo Full Taxpayer.
(c) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent shall provide SpinCo with a written calculation of the amount payable to Parent by SpinCo pursuant to this Section 6. In the event that SpinCo disagrees with any such calculation described in this Section 6.01(c), SpinCo shall so notify Parent in writing within thirty (30) days of receiving receipt thereof (or from the written calculation set forth above due date for payment of any Tax reduced thereby); provided, however, that the other Party, upon the request of such Tax Benefit Recipient, shall repay the amount paid to the other Party (plus any penalties, interest or other charges imposed by the relevant Taxing Authority) in this Section 6.01(c). Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing the event that, the amount payable under Section 6.01(b) shall be determined in accordance with the disagreement resolution provisions as a result of Section 16 as promptly as practicable.
(d) Without prejudice to Section 6.01(b)a subsequent Final Determination, SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parent, and not SpinCo, shall be entitled to any refund or a Tax Benefit that results from a SpinCo Carried Itemgave rise to such payment is subsequently disallowed. Notwithstanding anything in Section 2.5(b) to the contrary, other any Tax Benefit of less than any refund to which SpinCo is entitled $100,000 treated as received pursuant to the first sentence of this Section 6.01(d)2.5(b) by any member of the Parent Group, on the one hand, or SpinCo or any member of the SpinCo Group, on the other hand, and that is allocable to the other Party pursuant to this Section 2.5, may be aggregated with other Tax Benefit received in the same calendar quarter and paid over to the other Party within 30 days after the end of such calendar quarter.
Appears in 2 contracts
Samples: Tax Matters Agreement (Phinia Inc.), Tax Matters Agreement (Phinia Inc.)
Tax Benefits. (a) Parent Distributing shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Distributing Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A Company receiving a refund to which the other another Company is entitled hereunder shall pay over such refund to such other Company within fifteen five (155) Business Days after such refund is received.
(b) If a member of the SpinCo Group would be expected to realize a Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Distributing Group would otherwise be liable hereunder (or an adjustment pursuant to a Final Determination to any Tax Attribute of a member of the Parent Distributing Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo shall make a payment to Parent Distributing within thirty five (305) Business Days following receipt by SpinCo of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c))Final Determination, in an amount equal to the Taxes for which the Distributing Group would otherwise be, or would otherwise be reasonably expected to be, liable as a result of such adjustment provided, however, that to the extent the Tax Benefit (including any Tax Benefit resulting from the Final Determination would be expected to be realized in a Pre-Deconsolidation Period, SpinCo shall instead be responsible under this Section 6.01(b) for an amount equal to the excess of (x) the amount of Taxes for which a member of the Distributing Group is liable as a result of the payment), plus interest on such amount computed at the Prime Rate adjustment (or, for the absence avoidance of doubt, including any interest payable in respect thereof) and (y) the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number amount of days from the date the member of the SpinCo Group would be expected to realize such Tax Benefit (for the avoidance of doubt, including any interest owed in respect thereof) (such amounts to be calculated on the date of basis that Distributing is a Distributing Full Taxpayer, and provided, further, however, that SpinCo shall not be required to make a payment under to Distributing pursuant to this Section 6.01(b)) to the extent of any Specified Excess Tax Benefit. For purposes of determining whether (and when) an adjustment to any Taxes for which a member of the Parent Distributing Group is liable hereunder is expected to result in a Tax Benefit for SpinCo, the SpinCo Group shall be deemed to be a SpinCo Full Taxpayer. For purposes of determining the amount of Taxes for which the Distributing Group is, or is reasonably be expected to be, liable as a result of an adjustment pursuant to a Final Determination, the Distributing Group shall be deemed (i) not to utilize any Tax Attributes available to the Distributing Group and (ii) to be a Distributing Full Taxpayer.
(c) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent Distributing shall provide SpinCo with a written calculation of the amount payable to Parent Distributing by SpinCo pursuant to this Section 6. In the event that SpinCo disagrees with any such calculation described in this Section 6.01(c), SpinCo shall so notify Parent Distributing in writing within thirty (30) days of receiving the written calculation set forth above in this Section 6.01(c). Parent Distributing and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under Section 6.01(b) shall be determined in accordance with the disagreement resolution provisions of Section 16 14 as promptly as practicable.
(d) Without prejudice to Section 6.01(b), SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any (i) a SpinCo Separate ReturnReturn for a Post-Deconsolidation Period or (ii) a SpinCo Separate Return of Other Taxes. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, ParentDistributing, and not SpinCo, shall be entitled to any refund or Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to the first sentence of this Section 6.01(d).
Appears in 2 contracts
Samples: Tax Sharing Agreement (SunCoke Energy, Inc.), Tax Sharing Agreement (SunCoke Energy, Inc.)
Tax Benefits. (a) Parent Except as set forth below, Valero shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Income Taxes received by any member of the Parent Group or the SpinCo Groupand Other Taxes for which Valero is liable hereunder, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo Corner Store shall not be entitled to any refund (or and any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A ) of Income Taxes and Other Taxes for which Corner Store is liable hereunder and a Company receiving a refund to which the other another Company is entitled hereunder shall pay over such refund to such other Company within fifteen (15) Business Days 30 days after such refund is receivedreceived (together with interest computed at the Prime Rate based on the number of days from the date the refund was received to the date the refund was paid over).
(b) If a member of the SpinCo Corner Store Group would be expected to realize a actually realizes in cash any Tax Benefit as a result of an adjustment (other than an adjustment set forth in Schedule 6.01(b), as such Schedule 6.01(b) may be amended by mutual agreement by the Companies prior to the Distribution Date) pursuant to a Final Determination to any Taxes for which a member of the Parent Valero Group would otherwise be is liable hereunder (or an adjustment pursuant to a Final Determination to any Tax Attribute of a member of the Parent Valero Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis), SpinCo shall make or if a payment to Parent within thirty (30) Business Days following receipt by SpinCo member of the written calculation pursuant to Section 6.01(c) (or, Valero Group actually realizes in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c)), in an amount equal to such Tax Benefit (including cash any Tax Benefit expected to be realized as a result of the paymentan adjustment (other than an adjustment set forth in Schedule 6.01(b), plus interest on as such amount computed at Schedule 6.01(b) may be amended by mutual agreement by the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Group would be expected to realize such Tax Benefit Companies prior to the date of payment under this Section 6.01(b). For purposes of determining whether (and whenDistribution Date) an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Corner Store Group is liable hereunder is expected to result in (or any Tax Attribute of a member of the Corner Store Group) and such Tax Benefit would not have arisen but for SpinCo, the SpinCo Group shall be deemed to be such adjustment (determined on a SpinCo Full Taxpayer.
(c) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent shall provide SpinCo “with a written calculation of the amount payable to Parent by SpinCo pursuant to this Section 6. In the event that SpinCo disagrees with any such calculation described in this Section 6.01(c), SpinCo shall so notify Parent in writing within thirty (30) days of receiving the written calculation set forth above in this Section 6.01(c). Parent and SpinCo shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under Section 6.01(b) shall be determined in accordance with the disagreement resolution provisions of Section 16 as promptly as practicable.
(d) Without prejudice to Section 6.01(b), SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parent, and not SpinCo, shall be entitled to any refund or Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to the first sentence of this Section 6.01(d).without”
Appears in 2 contracts
Samples: Tax Matters Agreement (CST Brands, Inc.), Tax Matters Agreement (Corner Store Holdings, Inc.)
Tax Benefits. (a) Parent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A Company receiving a refund to which the other Company is entitled hereunder shall pay over such refund to such other Company within fifteen (15) Business Days after such refund is received.
(b) If a member of the SpinCo Spinco Group would be expected to realize a realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Remainco Group would otherwise be is liable hereunder (or under the Employee Matters Agreement, or if a member of the Remainco Group realizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Tax Attribute of Taxes for which a member of the Parent Group) and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basis)Spinco Group is liable hereunder or under the Employee Matters Agreement, SpinCo Spinco or Remainco, as the case may be, shall make a payment to Parent the other company within thirty one hundred twenty (30120) Business Days following receipt by SpinCo such realization of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c))Tax Benefit, in an amount equal to such Tax Benefit (including any Tax Benefit expected to be realized as a result of Benefit. For the payment), plus interest on such amount computed at the Prime Rate (or, for the absence avoidance of doubt, the Prime Rate plus 2 percent as provided in Section 7.05(d) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Group would be expected to realize if such Tax Benefit results in the reduction of an indemnity payment pursuant to the date of Section 4.01(b), no payment shall be required under this Section 6.01(b5.01(a) to the extent the Required Company reduced its Tax indemnity payment under Section 4.01(b). For purposes of determining whether .
(and whenb) an adjustment to any Taxes for which No later than one hundred twenty (120) Business Days after a Tax Benefit described in Section 5.01(a) is realized by a member of the Parent Remainco Group is liable hereunder is expected to result in or a member of the Spinco Group, Remainco (if a member of the Remainco Group realizes such Tax Benefit for SpinCo, Benefit) or Spinco (if a member of the SpinCo Spinco Group shall be deemed to be a SpinCo Full Taxpayer.
(crealizes such Tax Benefit) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent shall provide SpinCo the other Company with a written calculation notice of the amount payable to Parent such other Company by SpinCo Remainco or Spinco pursuant to this Section 65. In the event that SpinCo Remainco or Spinco disagrees with any such calculation described in this Section 6.01(c5.01(b), SpinCo Remainco or Spinco shall so notify Parent the other Company in writing within thirty (30) days Business Days of receiving the written calculation set forth above in this Section 6.01(c5.01(b). Parent Remainco and SpinCo Spinco shall endeavor in good faith to resolve such disagreement, and, failing that, disagreement and the amount payable under this Section 6.01(b) 5 shall be determined in accordance with the disagreement resolution provisions of Section 16 15 as promptly as practicable.
(d) Without prejudice to Section 6.01(b), SpinCo shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parent, and not SpinCo, shall be entitled to any refund or Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to the first sentence of this Section 6.01(d).
Appears in 1 contract
Samples: Tax Matters Agreement (International Flavors & Fragrances Inc)
Tax Benefits. (a) Parent shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes received by any member of the Parent Group or the SpinCo Group, other than any refund to which SpinCo is entitled pursuant to Section 6.01(d). SpinCo shall not be entitled to any refund (or any interest thereon received from the applicable Tax Authority), except as set forth in Section 6.01(d). A Company receiving a refund to which the other Company is entitled hereunder shall pay over such refund to such other Company within fifteen (15) Business Days after such refund is received.
(b) If a member of the SpinCo Spinco Group recognizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination with respect to any Taxes for which Remainco is liable under this Agreement and such Tax Benefit would be expected not have arisen but for such adjustment (determined on a “with and without” basis with items related to realize the Loss being the last items counted), or if a member of the Remainco Group recognizes any Tax Benefit as a result of an adjustment pursuant to a Final Determination to any Taxes for which a member of the Parent Group would otherwise be liable hereunder (or an adjustment pursuant to a Final Determination to any Tax Attribute of Spinco Group, a member of the Parent Group) Merger Partner Group or a member of the Buyer Group is liable under this Agreement and such Tax Benefit would not have arisen but for such adjustment (determined on a “with and without” basisbasis with items related to the Loss being the last such items counted), SpinCo Spinco or Remainco, as the case may be, shall make (or cause to be made) a payment to Parent the other Company within thirty ten (3010) Business Days following receipt by SpinCo such actual recognition of the written calculation pursuant to Section 6.01(c) (or, in the event of a disagreement, following resolution of such disagreement pursuant to Section 6.01(c))Tax Benefit, in an amount equal to such Tax Benefit (including Benefit. If any audit or other proceeding results in any decrease in the amount of any Tax Benefit, appropriate payments will be made between the Companies to properly reflect such adjustment amount.
(b) No later than ten (10) Business Days after a Tax Benefit expected to be realized as a result of the payment), plus interest on such amount computed at the Prime Rate (or, for the absence of doubt, the Prime Rate plus 2 percent as provided described in Section 7.05(d4.01(a) or Section 17, as applicable) based on the number of days from the date the member of the SpinCo Group would be expected to realize such Tax Benefit to the date of payment under this Section 6.01(b). For purposes of determining whether (and when) an adjustment to any Taxes for which is actually received by a member of the Parent Remainco Group is liable hereunder is expected to result in or a member of the Spinco Group, Remainco (if a member of the Remainco Group recognizes such Tax Benefit for SpinCo, Benefit) or Spinco (if a member of the SpinCo Spinco Group shall be deemed to be a SpinCo Full Taxpayer.
(crecognizes such Tax Benefit) No later than five (5) Business Days following a Final Determination described in Section 6.01(b), Parent shall provide SpinCo the other Company with a written calculation notice of the amount payable to Parent by SpinCo the other Company pursuant to this Section 64.01. In the event that SpinCo If a Company disagrees with any such calculation described in this Section 6.01(c4.01(b), SpinCo such Company shall so notify Parent the other Company in writing within thirty five (305) days Business Days of receiving the written calculation set forth above in this Section 6.01(c4.01(b). Parent and SpinCo Each Company shall endeavor in good faith to resolve such disagreement, and, failing that, the amount payable under this Section 6.01(b) 4.01 shall be determined in accordance with the disagreement resolution provisions of Section 16 Article XII as promptly as practicable.
(d) Without prejudice . Notwithstanding anything to Section 6.01(b)the contrary contained in this Agreement, SpinCo no Company shall be entitled required to provide the other Company with any refund (and any interest thereon received from the applicable Tax Authority) of Taxes reported on any SpinCo Separate Return. For the avoidance of doubt, except to the extent otherwise agreed by Xxxxxx, Parent, and not SpinCo, shall be entitled to any refund Return or other Tax Benefit that results from a SpinCo Carried Item, other than any refund to which SpinCo is entitled pursuant to the first sentence of information in connection with this Section 6.01(d)provision.
Appears in 1 contract
Samples: Tax Matters Agreement (International Game Technology PLC)