Paradigm SAG definition

Paradigm SAG means the “separate affiliated group,” as defined in Section 355(b)(3) of the Code, with respect to Paradigm BV.

Paradigm SAG means the “separate affiliated group,” as defined in Section 355(b)(3) of the Code, with respect to Paradigm BV. “Person” has the meaning set forth in Section 7701(a)(1) of the Code. “Post-Closing Period” means any Taxable period beginning after the Closing Date and the post-Closing portion of any Straddle Period. “Pre-Closing Emerson Combined Group” means any Combined Group for a Pre-Closing Period that includes at least one member of the Xxxxxxx Group and at least one Emerson Contributed Subsidiary. “Pre-Closing Emerson Combined Tax Return” means any Combined Tax Return for a Pre-Closing Emerson Combined Group. “Pre-Closing Period” means any Taxable period ending on or before the Closing Date and the pre-Closing portion of any Straddle Period. “Pre-Closing Restructuring Taxes” means any Taxes incurred with respect to the Pre-Closing Restructuring, including as a result of the failure of the Intended Tax Treatment of any portion of the Pre-Closing Restructuring. “Separate Tax Return” means any Tax Return filed or required to be filed by, or with respect to, a member of the Xxxxxxx Group or a member of the Newco Group that is not a Combined Tax Return. “Specified Tax Elections” means the Tax elections set forth on Schedule B. “Straddle Period” means a Taxable period that includes (but does not end on) the Closing Date. “Tax Advisor” means a nationally-recognized law firm or accounting firm retained by Emerson to provide the Tax Opinion. “Tax Attribute” means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, unused general business credit, alternative minimum tax credit or any other Tax Item that could reduce a Tax liability. “Tax Item” means any item of income, gain, loss, deduction, credit, recapture of credit or any other item that can increase or decrease Taxes paid or payable. “Tax Opinion” shall mean the legal opinion delivered to Emerson by the Tax Advisor with respect to certain U.S. federal income Tax consequences of the Pre-Closing Restructuring and the Emerson Contributions. “Tax Proceeding” means any Tax audit, dispute, examination, contest, litigation, arbitration, action, suit, claim, cause of action, review, inquiry, assessment, hearing, complaint, demand, investigation or proceeding (whether administrative, judicial or contractual).