SpinCo Separate Tax Returns definition

SpinCo Separate Tax Returns means any Tax Return required under applicable Law to be filed by any member of the SpinCo Group, and that does not include any member of the RemainCo Group or a Shared Entity, for a Pre-Distribution Tax Period or a Straddle Period.
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SpinCo Separate Tax Returns means any Tax Returns filed or required to be filed by SpinCo on a separate Tax Return basis and not as a member of any Affiliated Group that includes the Company or any Subsidiary of the Company (other than SpinCo) with respect to any taxable period but only if such Tax Returns do not reflect any Taxes for which Parent or any Affiliate of Parent (including, after the Closing, the Surviving Corporation or any Subsidiary of the Surviving Corporation) has any Liability (including indirect or secondary Liability) and only if such Tax Returns do not require the signature of any officer of the Parent or any Affiliate of Parent (including, after the Closing, the Surviving Corporation or any Subsidiary of the Surviving Corporation).
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Examples of SpinCo Separate Tax Returns in a sentence

  • Acquiror shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns that are not described in Section 5(b)(i) (including JV Income Tax Returns).

  • Parent shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns and all Direct Sale Separate Tax Returns, in each case, that are not described in Section 5(b)(i).

  • Acquiror shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns that are not described in Section 5(b)(i).

  • SpinCo shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that Ventas shall reimburse SpinCo for any such Taxes that are Ventas Taxes.

  • SpinCo shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns that are not described in Section 4(b)(i).

  • Subject to Section 3.04, SpinCo shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns, and SpinCo and the OP shall pay (or cause to be paid) any Taxes shown to be due and payable on such Tax Returns; provided that RemainCo and RemainCo LLC shall reimburse (or cause to be reimbursed) SpinCo and the OP for any such Taxes that are RemainCo Taxes.

  • Parent shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns that are not described in Section 5(b)(i); provided, however, that Parent shall cause to be made, on each SpinCo Separate Tax Return on which SpinCo Subpart F Taxes under Section 965(a) of the Code are reported (or required to be reported), the election described in Section 965(h) of the Code.

  • SpinCo shall file or cause to be filed all SpinCo Separate Tax Returns with the applicable Taxing Authority.

  • SpinCo shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns (a) for Income Taxes with respect to all taxable periods beginning after the Distribution Date, and (b) for Non-Income Taxes with respect to all Straddle Periods and all taxable periods beginning after the Distribution Date, and shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that Parent shall reimburse SpinCo for any such Taxes that are Parent Taxes.

  • Procedures relating to SpinCo Separate Tax Returns 12 Section 3.03.

Related to SpinCo Separate Tax Returns

  • SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo 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.

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

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • 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.

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

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

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

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

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

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • 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.

  • 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.

  • 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.”

  • Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.

  • Tax Package has the meaning assigned in Section 6.01(b);

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination), unitary or Group Relief basis that includes activities of members of the ESG Group or the KBR Group, or both, as the case may be.

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year, with respect to which any Tax may be imposed under any applicable statute, rule, or regulation.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Tax Returns means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

  • 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 .

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of any of the Transactions to qualify for the Intended Tax Treatment of such Transaction.