Agilent Tax Group definition

Agilent Tax Group has the meaning set forth in the Tax Sharing Agreement.
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Agilent Tax Group means (i) Agilent, (ii) any corporation or other legal entity which Agilent directly or indirectly owns immediately following the Separation Date other than a Verigy Tax Group Member, and (iii) any other corporation or other legal entity which Agilent directly or indirectly owned at any time on or prior to the Separation Date other than a Verigy Tax Group Member.
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Examples of Agilent Tax Group in a sentence

  • Verigy shall reimburse Agilent for any reasonable out-of-pocket costs and expenses incurred by any Agilent Tax Group Member in connection with such cooperation.

  • The Agilent Tax Group and the Verigy Tax Group agree to cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the Allocation Schedule.

  • If a corporation or other Entity ceases to be an Agilent Tax Group Member or Verigy Tax Group Member as a result of a disposition of equity interests in such entity, such entity shall be released from its obligation under this Agreement upon such disposition, and Agilent or Verigy, as the case may be, shall have no obligation to indemnify the other under Section 3.1 for any liability or damage attributable to actions taken by such entity after such disposition.

  • In connection with the Distribution, Agilent shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Assets among Agilent, each other Agilent Tax Group Member, Verigy and each other Verigy Tax Group Member.

  • Verigy shall provide Agilent with a true, correct and complete IRS Form 5471 with respect to each Verigy Tax Group Member (and such additional information regarding such form as may reasonably be requested by Agilent) at least sixty (60) calendar days prior to the due date for the Income Tax Returns of the Agilent Tax Group (including extensions).

  • Verigy shall prepare all IRS Forms 5471 (and any similar state and local forms) for the Verigy Tax Group that are required to be filed with the Income Tax Returns of the Agilent Tax Group.

Related to Agilent Tax Group

  • 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.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Relevant Tax Authority means HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established;

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • 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.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Tax Liabilities means all liabilities for Taxes.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • 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.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Production Tax Credit or “PTC” means the tax credit for electricity produced from certain renewable generation resources described in Section 45 of the Internal Revenue Code of 1986, as it may be amended or supplemented from time to time.

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

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

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

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • 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.