Preliminary Tax Advisor definition
Preliminary Tax Advisor has the meaning set forth in Section 13.03 of this Agreement.
Preliminary Tax Advisor shall have the meaning set forth in Section 8.01.
Preliminary Tax Advisor has the meaning set forth in Section 12.03.
Examples of Preliminary Tax Advisor in a sentence
All fees and expenses of the Preliminary Tax Advisor shall be borne by the Party that engaged such advisor and all of the fees and expenses of the Tax Advisor shall be shared equally by each of the Parties to the Dispute.
In the event that the Companies are unable to agree upon a Tax Advisor within 15 Business Days following the completion of the escalation process, the Companies shall each separately retain an independent, nationally recognized law or accounting firm (each, a "Preliminary Tax Advisor"), which Preliminary Tax Advisors shall jointly select a Tax Advisor on behalf of the Companies to act as an arbitrator in order to resolve the Dispute.
More Definitions of Preliminary Tax Advisor
Preliminary Tax Advisor shall have the meaning set forth in Section 10.02 of this Agreement;
Preliminary Tax Advisor has the meaning set forth in Section 5.6(c) of this Agreement.
Preliminary Tax Advisor shall have the meaning set forth in Section 12.021. “Privilege” shall have the meaning set forth in the Separation Agreement. “Pro Rata Portion” shall have the meaning set forth in the Merger Agreement. “Refund” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided that the amount of the refund of Taxes shall be net of any Taxes imposed by any Tax Authority on the receipt of the refund. “Relief” means any loss, relief, allowance or credit in respect of any Tax, any repayment of Tax, and any deduction in computing income, profits or gains for the purposes of any Tax, including carried-forward losses. “Remainco” shall have the meaning set forth in the Preamble. “Remainco Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent a member of the Remainco Group would be solely responsible for any resulting Tax or solely entitled to receive any resulting refund under this Agreement. “Remainco Consolidated Return” means any U.S. federal consolidated Income Tax Return required to be filed by any member of the Remainco Group as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code), and any consolidated, combined, unitary or similar Income Tax Return required to be filed by any member of the Remainco Group under a similar or analogous provision of state, local or non-U.S. Law. A Remainco Consolidated Return shall not include any Merger Partner Consolidated Return, including any U.S. federal consolidated Income Tax Return required to be filed by any member of the Spinco Group as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code), and any consolidated, combined, unitary or similar Income Tax Return required to be filed by any member of the Spinco Group under a similar or analogous provision of state, local or non-U.S. Law. Exhibit B sets forth a list of Remainco Consolidated Returns based on Tax filings to date (including for each such Tax Return, the name of the common parent, a list of the group members, the jurisdiction with respect to which each such Tax Return is filed and the type of Tax paid with each such Tax Return).
Preliminary Tax Advisor shall have the meaning set forth in Article 8.01. “Prime Rate” shall have the meaning set forth in the Distribution Agreement.