RJRN Tax Group definition

RJRN Tax Group means, at any time, RJRN and any direct or indirect corporate subsidiaries (including predecessors and successors thereto) of RJRN, except for the members of the Nabisco Tax Group, that would be eligible, if RJRN were not a member of a group that included Holdings, to join with RJRN, (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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RJRN Tax Group means, at any time, RJRN and any direct or indirect corporate subsidiaries (including predecessors and successors thereto) of RJRN, except for the members of the Nabisco Tax Group, that would be eligible, if RJRN were not a member of a group that included Holdings, to join with RJRN, (i) with respect to Federal Taxes, in the filing of a consolidated Federal Tax return,
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Examples of RJRN Tax Group in a sentence

  • In its sole and absolute discretion, Holdings may determine that the RJRN Tax Group shall be required to conduct such Tax Proceedings following the provision by Holdings of not less than 180 days' notice to the Designated RJRN Affiliate to such effect.

  • 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 RJRN and the other members of the RJRN Tax Group acknowledges and agrees that damages for a breach or threatened breach of any of the provisions of this Agreement would be inadequate and that irreparable harm would occur.

  • 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.

  • Nabisco agrees that Holdings and the RJRN Tax Group, as applicable, shall have no liability for any tax or any increase in indemnification obligations resulting from any action referred to in the preceding sentence and agrees to hold harmless such corporations from any such tax or increase in indemnification obligations.

  • 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 may, at its option, elect, and the RJRN Tax Group shall join it in electing (if necessary), to ratably allocate items (other than extraordinary items) of the RJRN Tax Group in accordance with relevant provisions of Treasury Regulations Section 1.1502-76.

  • 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.

  • RJRN and RJRT shall guarantee the obligations under this Agreement of each other member of the RJRN Tax Group.

  • If and to the extent that any claim for refund or contest relating to amounts paid under Section 3.07(a) shall be unsuccessful, any payment made by Nabisco or the Designated RJRN Affiliate under Section 3.07(a) shall be credited toward any payment obligations of Nabisco or the RJRN Tax Group, respectively, under Article 3.

Related to RJRN 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.

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

  • 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.

  • 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.

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

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

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

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

  • 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.

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

  • 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.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • 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.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Tax Liabilities means all liabilities for Taxes.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated February 21, 2006 as supplemented by the prospectus supplement dated February 23, 2006, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • 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.

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

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).