Neurotrope and SpinCo each shall be responsible for any Transfer Taxes incurred by the Neurotrope Tax Group and SpinCo, respectively, as a result of the Distribution.
Tax Group has the meaning set forth in Section 7.06(h)(iii).
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.
Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.
Income Tax Returns mean all Tax Returns that relate to Income Taxes.
Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.
non-taxable territory means the territory which is outside the taxable territory;
Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.
council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;
Xxxxxxx Group means (i) any member of the Xxxxxxx Family, (ii) Xxxxxxx Energy Partners I, LP and SEP Management I, LLC, (iii) Xxxxxxx Parent, (iv) Xxxxxxx Investor, (v) Xxxxxxx Production Partners LP, (vi) Xxxxxxx Oil & Gas Corporation, (vii) Blackstone Newco and (viii) any Person Controlled by any one or more of the foregoing (other than the General Partner, the Partnership or any of their respective Subsidiaries).
Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.
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.
Straddle Tax Period means any taxable period beginning on or before and ending after the Closing Date.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
VAT Group means a group for the purposes of the VAT Grouping Legislation.
Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.
Transaction Taxes has the meaning set forth in Section 6.01.
taxable territory means the territory to which the provisions of this Act apply;
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.
SAP Group means SAP Parent and any of its Associated Companies.
Affiliated Group means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.
goods and services tax practitioner means any person who has been approved under section 48 to act as such practitioner;
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.”
Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .
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.