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

  • 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).

  • Audits (or portions thereof) of SpinCo Separate Tax Returns, RemainCo Separate Tax Returns and Post-Distribution Income Tax Returns shall be administered and controlled by the Party and its Subsidiaries that would be primarily liable under applicable Law to pay to the applicable Taxing Authority the Taxes resulting from such Audits.

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

  • 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.

  • 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.

  • 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).

Related to SpinCo Separate Tax Returns

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo 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 has the meaning set forth in Section 7.06(h)(iii).

  • Income Tax Returns mean all Tax Returns that relate 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 return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • 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 period beginning and ending after the Distribution Date.

  • Straddle Tax Period means any taxable period beginning on or before and ending 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).

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • 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 Tax period beginning before or on 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 a Tax Return for U.S. 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) or unitary basis that includes activities of any member of the Anadarko Group and any member of the Partnership Group.

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

  • Taxable Period means any taxable year or 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 The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

  • 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 one return made jointly by a married individual with that individual's spouse.

  • 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.

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.