Nabisco Tax Group definition

Nabisco Tax Group means, at any time, Nabisco and any direct or indirect corporate subsidiaries (including predecessors and successors thereto) of Nabisco that would be eligible, if Nabisco were not a member of a group that included Holdings or RJRN, to join with Nabisco, (i) with respect to Federal Taxes, in the filing of a consolidated Federal Tax return, (ii) with respect to State Taxes, in the filing of an affiliated, consolidated, combined or unitary State Tax return, or (iii) with respect to other Taxes, in the filing of a Tax return as an affiliated, consolidated, combined or unitary group.
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Examples of Nabisco Tax Group in a sentence

  • The RJRN Tax Group agrees that Holdings and the Nabisco Tax Group shall have no liability for any Tax resulting from any action referred to in the preceding sentence and agrees to hold harmless Holdings and the Nabisco Tax Group from any such Tax.

  • Each of Holdings, the members of the Nabisco Tax Group, RJRN and the other members of the RJRN Tax Group represents that it is not aware of any plan or intention by the shareholders or securityholders of Holdings to sell, exchange, transfer or otherwise dispose of any of their stock or securities in Holdings or RJRN subsequent to the Distribution.

  • Each of Holdings and Nabisco agrees that the members of the RJRN Tax Group shall have no liability for any Tax resulting from any action referred to in the preceding sentence taken by Holdings or any member of the Nabisco Tax Group, respectively, and agrees to indemnify and hold harmless any member of the RJRN Tax Group from any such Tax.

  • Holdings shall conduct, and shall have full control over all matters relating to, any Tax Proceedings in connection with any Federal Employment Tax for which (i) any member of the Nabisco Tax Group is liable with respect to a taxable year that begins prior to a Nabisco Deconsolidation, or (ii) any member of the RJRN Tax Group is liable with respect to a taxable year that begins prior to the Distribution Date.

  • Holdings and each member of the Nabisco Tax Group represent to each member of the RJRN Tax Group that as of the date of this Agreement there is no plan or intention to (i) liquidate Holdings, Nabisco or Nabisco, Inc.

  • In addition, the RJRN Tax Group shall hold Holdings and the Nabisco Tax Group harmless from any penalty or interest payable as a result of any event described in the preceding sentence.

  • If, pursuant to a Final Determination, any amount paid by Holdings, the members of the Nabisco Tax Group or the members of the RJRN Tax Group under this Agreement results in any increased tax liability or reduction of any Tax Asset of the recipient of such payment, then, in addition to any amounts otherwise owed under this Agreement, the payor shall pay the sum of (i) any interest or penalty attributable to such increased tax liability or to the reduction of such Tax Asset, and (ii) the After-Tax Amount.

  • Holdings and each member of the Nabisco Tax Group covenant to each member of the RJRN Tax Group that (i) during the Two-Year Period, Holdings, Nabisco and Nabisco, Inc.

  • Nabisco shall guarantee the obligations under this Agreement of each other member of the Nabisco Tax Group.

  • The parties to this Agreement do not intend that any of its provisions will or do confer any rights, benefits, remedies, obligations or liabilities under this Agreement upon any person other than (i) the parties to this Agreement, (ii) other members of the Nabisco Tax Group and (iii) other members of the RJRN Tax Group, together in each case with their respective successors and assigns.

Related to Nabisco 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.

  • 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.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

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

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

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

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

  • 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.

  • Xxxxxxx Group means (a) any member of the Xxxxxxx Family and (b) any Related Person of any such member.

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

  • non-taxable territory means the territory which is outside the taxable territory;

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

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

  • 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.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • VAT Group means a group for the purposes of the VAT Grouping Legislation.

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • 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.

  • 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.”

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

  • Target Group means the Target and its Subsidiaries.

  • 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.