Houston Tainting Act definition

Houston Tainting Act means (a) any action (or the failure to take any action) within its control by Houston or any member of the Houston Group (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the capital stock of Houston, any assets of Houston or any assets of any member of the Houston Group that, or (c) any breach by Houston or any member of the Houston Group of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status or otherwise cause a Separation Transaction to fail to qualify for its intended treatment as set forth in the Tax Opinions/Rulings; provided, however, the term “Houston Tainting Act” shall not include any action expressly required or permitted by the Separation and Distribution Agreement, the Merger Agreement or any Transaction Documents or undertaken pursuant to the Distribution.
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Houston Tainting Act means (a) any action (or the failure to take any action) within its control by Houston or any member of the Houston Group (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the capital stock of Houston, any assets of Houston or any assets of any member of the Houston Group that, or (c) any breach by Houston or any member of the Houston Group of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status or otherwise cause a Separation Transaction to fail to qualify for its intended tax treatment as set forth in the Tax Opinions/Rulings; provided, however, the term “Houston Tainting Act” shall not include any action expressly required or permitted by the Separation and Distribution Agreement, the Merger Agreement or any Transaction Documents or undertaken pursuant to the Distribution. 5 “Houston Taxes” means, without duplication, (a) any Houston Consolidated Taxes, (b) any Taxes imposed (i) on gain recognized under Treasury Regulations Section 1.1502-19(b) in connection with an excess loss account with respect to the stock of Seattle or any member of the Seattle Group at the time of the Distribution, (ii) on net deferred gains taken into account under Treasury Regulations Section 1.1502-13(d) with respect to deferred intercompany transactions between a Seattle Group member and a Houston Group member and (iii) under similar or corresponding provisions of state, local or non-U.S. Law, (c) any Taxes imposed on Seattle or any member of the Seattle Group (i) as a result of Seattle or any such member of the Seattle Group being or having been included as part of or owned by, or ceasing to be part of or owned by, any affiliated, consolidated, combined, unitary or similar Tax group with one or more members of the Houston Group on or prior to the Distribution Date (including under Treasury Regulations Section 1.1502-6 or any similar provision of state, local, or non-U.S. Law) or (ii) pursuant to any tax sharing, tax allocation or other similar agreement (excluding commercial agreements entered into the ordinary course of business) entered into by Seattle or any such member of the Seattle Group prior to the Distribution, (d) any Taxes of Houston or Seattle or any Subsidiary or former Subsidiary of Houston or Seattle or other member of the Houston Group or Se...
Sample 1
Houston Tainting Act means (a) any action (or the failure to take any action) within its control by Houston or any member of the Houston Group (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions) that, (b) any event (or series of events) involving the capital stock of Houston, any assets of Houston or any assets of any member of the Houston Group that, or (c) any breach by Houston or any member of the Houston Group of any representation, warranty or covenant made by them in this Agreement that, in each case, would affect the Tax-Free Status or otherwise cause a Separation Transaction to fail to qualify for its intended tax treatment as set forth in the Tax Opinions/Rulings; provided , however , the term “Houston Tainting Act” shall not include any action expressly required or permitted by the Separation and Distribution Agreement, the Merger Agreement or any Transaction Documents or undertaken pursuant to the Distribution.
Sample 1

Examples of Houston Tainting Act in a sentence

  • For the avoidance of doubt, the foregoing sentence shall apply only to the extent that the Parties shall be aware of the Houston Tainting Act or the Seattle Tainting Act at the time such Tax Return is prepared.

Related to Houston Tainting Act

  • amending Act means the Passenger Transportation Amendment Act, 2018, S.B.C. 2018, c. 53;

  • Planning Act means the Planning Act, R.S.O. 1990, c. P.13, as amended;

  • FW Act means the Fair Work Act 2009, as amended from time to time.

  • Clean air standards, as used in this clause means:

  • Housing Act means the United States Housing Act of 1937, as amended, or its successor.

  • the 1961 Act means the Land Compensation Act 1961(d); “the 1965 Act” means the Compulsory Purchase Act 1965(e); “the 1980 Act” means the Highways Act 1980(f);

  • Mining Act means the Mining Xxx 0000;

  • Cannabis Act means An Act respecting cannabis and to amend the Controlled Drugs and Substances Act, the Criminal Code and other Acts, S.C. 2018, c. 16, as amended from time to time.

  • National Housing Act means the National Housing Act (Canada), a federal law that promotes the construction of new houses and the repair and modernization of existing houses. CMHC provides mortgage default insurance under this law.

  • Disaster Management Act means the Disaster Management Act, 2002 (Act No.57 of 2002)

  • Agricultural burning means open outdoor fires used in agricultural operations in the growing of crops or raising of fowl or animals, or open outdoor fires used in forest management, range improvement, or the improvement of land for wildlife and game habitat, or disease or pest prevention.

  • the 1981 Act which means the Compulsory Purchase (Vesting Declarations) Act 1981.

  • TIF Act means Minnesota Statutes, Sections 469.174 through 469.1794, both inclusive.

  • Enabling Act means Title 4, Chapter 15, as amended, of the South Carolina Code as supplemented by Section 11-27-40 of the South Carolina Code.

  • POPI Act means the Protection of Personal Information Act, 4 of 2013;

  • Resource Conservation and Recovery Act means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

  • Plant Protection Gas means the minimum volumes required to prevent physical harm to the plant facilities or danger to plant personnel when such protection cannot be afforded through the use of an alternate fuel. This includes the protection of such material in process as would otherwise be destroyed, but shall not include deliveries required to maintain plant production. A determination will be made by the Seller of minimum volumes required. Such essential volumes will be dispatched accordingly.

  • Atomic Energy Act means the Atomic Energy Act of 1954, as amended.

  • Truth in Lending Act means the Truth in Lending Act of 1968, as amended.

  • Fair Housing Act means the Fair Housing Act, as amended.

  • PBR Act means the Plant Breeder’s Rights Xxx 0000 (Cth) as amended from time to time.

  • the Planning Acts means the Town and Country Planning Xxx 0000 and the other enactments defined as the “Planning Acts” in Section 336 of the Town and Country Planning Xxx 0000 and every other enactment relating to the use development and occupation of land and buildings for the time being in force

  • Public Utilities Act means the Illinois Public Utilities Act, 220 ILCS 5.

  • Clean water standards, as used in this clause, means any enforceable limitation, control, condition, prohibition, standard, or other requirement promulgated under the Water Act or contained in a permit issued to a discharger by the Environmental Protection Agency or by a State under an approved program, as authorized by Section 402 of the Water Act (33 U.S.C. § 1342), or by local government to ensure compliance with pre-treatment regulations as required by Section 307 of the Water Act (33 U.S.C. § 1317).

  • The "Clean Air Act means those provisions contained in 42 U.S.C. §§ 7401 to 7671q, and regulations promulgated thereunder.

  • Consumer Protection Act means the Consumer Protection Act, No. 68 of 2008 (as amended from time to time).