Section 336(e) Election has the meaning set forth in Section 7.06.
Section 336(e) Election has the meaning set forth in Section 3.4.
Section 336(e) Election shall have the meaning set forth in Section 4(d).
Examples of Section 336(e) Election in a sentence
For the avoidance of doubt, such agreement is intended to constitute a written, binding agreement to make the Protective Section 336(e) Election within the meaning of Treasury Regulations § 1.336-2(h)(1)(i).
Each Party agrees not to take any position (and to cause each of its Affiliates not to take any position) that is inconsistent with the Protective Section 336(e) Election, including the Section 336(e) Allocation Statement, on any Tax Return, in connection with any Tax Contest or for any other Tax purposes (in each case, excluding any position taken for financial accounting purposes), except as required by a Final Determination.
More Definitions of Section 336(e) Election
Section 336(e) Election shall have the meaning set forth in Section 7.06 of this Agreement.
Section 336(e) Election has the meaning set forth in the Tax Matters Agreement.
Section 336(e) Election has the meaning set forth in Section 7.06. “Section 7.02(e) Acquisition Transaction” means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.
Section 336(e) Election shall have the meaning assigned to it in Section 15.01.
Section 336(e) Election has the meaning set forth in Section 10(a). “Section 9(b)(iv)(F) Acquisition Transaction” has the meaning set forth in Section 9(b)(iv)(F).
Section 336(e) Election has the meaning set forth in Section 6.05(a). “Separate Return” means (a) in the case of any Tax Return of any member of the Adient Group (including any consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity)), any such Tax Return that does not include any member of the Xxxxxxx Controls Group and (b) in the case of any Tax Return of any member of the Xxxxxxx Controls Group (including any consolidated, affiliated, combined, uni- tary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity)), any such Tax Return that does not include any member of the Adient Group. “Separation” means the separation of the Adient Business from the Xxxxxxx Con- trols Business. “Separation and Distribution Agreement” has the meaning set forth in the Recit- als. “Separation Related Tax Contest” means any Tax Contest in which the IRS, an- other Tax Authority or any other party asserts a position that could reasonably be expected to adversely affect, jeopardize or prevent (a) the Tax-Free Status of any of the Old Xxxxxxx Con- trols Internal Distributions (and, where applicable, the related Old Xxxxxxx Controls Internal Contribution), (b) a relevant entity, instrument or Separation Transaction (other than a Separation Transaction described in clause (a)) to have the tax-free or other tax treatment described in the Tax Treatment Schedule or Separation Step Plan, or (c) the Unrestricted Inversion Status of the Tyco Merger. “Separation Step Plan” means the global plan of reorganization setting forth the specific transactions undertaken in anticipation and furtherance of the Separation, attached as Schedule 2.1(a) to the Separation and Distribution Agreement. “Separation Tax Losses” means (i) all Taxes imposed pursuant to (or any reduc- tion in a Refund resulting from) any settlement, Final Determination, judgment or otherwise; (ii) all third-party accounting, legal and other professional fees and court costs incurred in connec- tion with such Taxes (or reduction in a Refund), as well as any other out-of-pocket costs incurred in connection with such Taxes; and (iii) all third-party costs, expenses and damages associated with any stockholder litigation or other controversy and any amount require...