External SpinCo Group definition

External SpinCo Group means (i) with respect to any Tax Year (or portion thereof) ending on or before the Distribution Date, External SpinCo and each other Subsidiary of External Distributing that is (or will be) a Subsidiary of External SpinCo at the Effective Time; and (ii) with respect to any Tax Year (or portion thereof) that begins after the Distribution Date, External SpinCo and each Subsidiary of External SpinCo (but only while such Subsidiary is a Subsidiary of External SpinCo).
Sample 1Sample 2Sample 3

Examples of External SpinCo Group in a sentence

  • External Distributing shall provide to External SpinCo, and External SpinCo shall provide to External Distributing, any information about members of the External Distributing Group or the External SpinCo Group, respectively, which the party receiving such information reasonably needs to properly and timely file all Separate Returns pursuant to Sections 3.2(a) or (b).

  • Notwithstanding the preceding sentence, if the External SpinCo Group pays any Tax to a Tax Authority other than the IRS that may be claimed as a foreign Tax credit for U.S. federal income tax purposes in a Tax Return for which External Distributing is the party responsible for filing (or causing to be filed), External Distributing shall amend such Tax Returns and file such claims for credit or refund that External SpinCo may reasonably request.

  • If any member of the External SpinCo Group remits a payment to a Tax Authority for Taxes for which External Distributing is wholly or partially liable under this Agreement, External Distributing shall remit the amount for which it is liable pursuant to Section 2 to External SpinCo within thirty days after receiving notification requesting such amount.

  • Notwithstanding the previous sentence, External SpinCo may not take, and shall cause the members of the External SpinCo Group not to take (including, without limitation, any such members formed after the date hereof in anticipation of the External Distribution), any position in a Tax Contest that it knows, or reasonably should know, would have a material adverse effect on any member of the External Distributing Group.

  • When appropriate under the circumstances to reflect the underlying liability for a Tax or entitlement to a Tax refund or Tax Benefit, a payment which is required to be made by or to External Distributing or External SpinCo may be made by or to another member of the External Distributing Group or the External SpinCo Group, as appropriate, but nothing in this Section 4.5 shall relieve External Distributing or External SpinCo of its obligations under this Agreement.

  • External Distributing shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Items (e.g., net operating loss, net capital loss, investment Tax credit, foreign Tax credit, research and experimentation credit, charitable deduction, or credit related to alternative minimum Tax) as of the Effective Time among External Distributing, each other External Distributing Group member, External SpinCo, and each other External SpinCo Group member.

  • In the Tax Contest, the Tax Authority successfully asserts that, due to certain actions taken by members of the External SpinCo Group during 2015 (and that were prohibited under Section 8.3), the Internal Contribution together with the Internal Distribution fail to qualify as a transaction described under Sections 355 and 368(a)(1)(D) of the Code.

  • Assume the same facts as Example 3, except that in the Stub Period, the External SpinCo Group has foreign tax credits of $10x which it cannot use on the Stub Period Tax Return due to the foreign tax credit limitation.

  • Because $150x of the consolidated taxable income that gave rise to the Tax was attributable to members of the External Distributing Group and $50x of the consolidated taxable income that gave rise to the Tax was attributable to members of the External SpinCo Group, pursuant to Section 2.2(a), $52.5x of Tax will be allocable to External Distributing (viz., ($150x/$200x)($70x)) and $17.5x of Tax will be allocable to External SpinCo (viz., ($50x/$200x)($70x)).

  • The foreign income Tax Return of ForeignCo is a Joint Return because it includes Tax Items of both the External Distributing Business and the External SpinCo Business (and is not required to be filed with respect to Internal SpinCo (or any of its foreign Subsidiaries prior to the External Distribution) or the Thai Subsidiaries, each of which are members of the External SpinCo Group).

Related to External SpinCo Group

  • 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.

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

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

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • 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.

  • Parent Group has the meaning set forth in Section 8.03(c).

  • 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.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

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

  • Internal Distribution has the meaning set forth in the recitals.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of SpinCo, after giving effect to the Reorganization.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • 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.

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

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • external company means a foreign company that is carrying on business, or non-profit activities, as the case may be, within the Republic, subject to section 23(2);

  • 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.

  • External User means a user of an Online Service that is not an employee, onsite contractor, or onsite agent of Customer or its Affiliates.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • External Directors means as defined in the Companies Law.

  • external borders means external borders as defined in Article 2(2) of Regulation (EU) 2016/399;

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

  • External dose means that portion of the dose equivalent received from any source of radiation outside the body.

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

  • Verizon means Verizon Communications Inc., a Delaware corporation.

  • ITT has the meaning given to it in the recitals to this Framework Agreement;