Adient Separate Return definition

Adient Separate Return means any Separate Return of Adient or any member of the Adient Group.
Sample 1Sample 2Sample 3
Adient Separate Return means any Separate Return of Adient or any member of the Adient Group. “ Adient Shares ” has the meaning set forth in the Separation and Distribution Agreement.
Sample 1
Adient Separate Return means any Separate Return of Adient or any member of the Adient Group. “Adient Shares” has the meaning set forth in the Separation and Distribution Agreement. “Adjusted Company” has the meaning set forth in Section 9.02(c). “Adjustment Request” means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, Refund, or credit of Taxes, including (a) any amended Tax Return claiming adjustment to the Taxes as re- ported on the Tax Return or, if applicable, as previously adjusted, (b) any claim for equitable re- coupment or other offset, and (c) any claim for Refund of Taxes previously paid. “Affiliate” has the meaning set forth in the Separation and Distribution Agree- ment. “Agreement” means this Tax Matters Agreement. “Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions are generally authorized or required by Law to close in Ireland, the United States or the United Kingdom. “Check-the-Box Election” has the meaning set forth in Section 6.05(b). “Code” means the U.S. Internal Revenue Code of 1986, as amended. “Combined Return” means a consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity) that actually in- cludes, by election or otherwise, one or more members of the Xxxxxxx Controls Group together with one or more members of the Adient Group (including, for the avoidance of doubt, any such Tax Return that is an Old Xxxxxxx Controls Federal Consolidated Income Tax Return). “Companies” or “Company” has the meaning set forth in the Preamble. “Compensatory Equity Interests” has the meaning set forth in Section 5.02. “Competent Authority Proceeding” means any proceeding pursuant to the mutual assistance or mutual agreement provisions of any tax treaty or any similar proceeding before any Competent Authority (or other body similar to a Competent Authority established pursuant to any tax treaty). “Distribution” means the distribution by Xxxxxxx Controls of all of the Jersey SpinCo Shares to holders of Xxxxxxx Controls common stock, which will be effected by way of a distribution in specie by Xxxxxxx Controls of the Adient Business to the holders of Xxxxxxx Con- trols common stock, through (a) the transfer to Adient, which will have been re-registered as a public limited compan...
Sample 1

Related to Adient Separate Return

  • SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Air gap separation means the unobstructed vertical distance through the free atmosphere between the lowest opening from any pipe or faucet supplying water to a tank, plumbing fixture, or other device and the flood level rim of the receptacle.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • RemainCo shall have the meaning set forth in the Preamble.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Current Return means the minimum fair combined rate of return on common equity required for

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination), unitary or Group Relief basis that includes activities of members of the ESG Group or the KBR Group, or both, as the case may be.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Consolidated Return means any Tax Return relating to Income Taxes filed pursuant to Section 1502 of the Code, or any comparable combined, consolidated, or unitary group Tax Return relating to Income Taxes filed under state or local tax law which, in each case, includes IDT and at least one subsidiary.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Distribution Tariff means the Distribution Tariff prepared by the Company and approved by the Commission on an interim or final basis, as the case may be;

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • SAP Group means SAP Parent and any of its Associated Companies.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Seller 401(k) Plan shall have the meaning set forth in Section 6.01(i).

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Distribution main means the portion of any main with which a service line is, or is intended to be, immediately connected;

  • Parent 401(k) Plan has the meaning set forth in Section 6.6(e).