Group Tax definition

Group Tax means any U.S. federal, state or local, or non-U.S. Tax computed or imposed on an Affiliated Group basis for an Affiliated Group that includes (i) any Target Company or any Target Subsidiary together with (ii) Parent or any Subsidiary of Parent that is not a Target Company or Target Subsidiary, including any interest, penalty, or addition thereto, whether disputed or not.

Group Tax means a Tax that is reported or required to be reported on a Group Return. “Indemnifying Party” shall have the meaning given the term in Section 6.6. “Independent Firm” means (a) in the case of disagreements as to the amount or calculation of any payment to be made under this Agreement, a nationally recognized accounting firm; provided, however, that such term shall not include any accounting firm that performs or has performed audit services with respect to PPC or Parent, and (b) in the case of disputes concerning the interpretation or application of any provision under this Agreement, a nationally recognized law firm; provided, however, that such term shall not include any law firm that performs or has performed legal services with respect to PPC or Parent. “IRS” means the Internal Revenue Service. “Loss” means any loss, cost, fine, penalty, fee, damage, obligation, liability, payment in settlement, Tax or other expense of any kind, including reasonable attorneys’ fees and costs, but excluding any consequential, special, punitive or exemplary damages.

Examples of Group Tax in a sentence

• Each party shall provide prompt notice to the other party of any pending or threatened Tax Contest of which it becomes aware that could reasonably be expected to materially affect any Group Tax liability set forth in this Agreement and of any other situation of which it becomes aware that could reasonably be expected to give rise to an indemnification obligation under this Agreement.

• For each Tax Year, if any applicable Reporting Entity is a PPC Entity, Parent shall pay to the applicable Reporting Entity an amount equal to the applicable Parent State Income Tax Amount and Parent Other Group Tax Amount (the “Parent Payment”).

• Parent shall cooperate in good faith with PPC and its agents, including accounting firms and legal counsel, in connection with Group Tax matters, including the preparation and filing of Group Returns required to be filed by a PPC Entity.

• Group Taxes for any other type of Tax not specifically addressed in Section 2.1, Section 2.2, or Section 2.3 shall be allocated in a manner similar to which Taxes are allocated pursuant to Section 2.1, Section 2.2, and Section 2.3, including with respect to Tax assets (and shall be subject to payment pursuant to Section 3.1(a) through Section 3.1(e)) (any resulting amount owed by PPC, the “Stand-Alone Other Group Tax Amount” and any resulting amount owed by Parent, the “Parent Other Group Tax Amount”).

• Subject to Section 7.06(m)(i) and Section 7.06(i), the Seller Group shall include the income and operations of the Company Group through the Closing on the applicable Seller Tax Group Tax Returns and all Transaction Tax Deductions shall be reported on such Seller Tax Group Tax Returns to the extent permitted by applicable Law at a “more likely than not” or higher level of comfort.

• For each Tax Year, PPC shall pay to the applicable Reporting Entity an amount (to the extent not less than zero) equal to the applicable Stand-Alone Federal Income Tax Amount, Stand-Alone Federal CAMT Amount, Stand-Alone State Income Tax Amount and Stand-Alone Other Group Tax Amount (the “PPC Stand-Alone Payment”).