Tax Parent definition
Examples of Tax Parent in a sentence
For purposes of this Agreement, “Tax Benefit” means any deduction, amortization, exclusion from income or other allowance that actually reduces in cash the amount of Tax Parent, Tronox or their respective Affiliates (as applicable) would have been required to pay (or actually increases in cash the amount of Tax refund to which Parent, Tronox or their respective Affiliates (as applicable) would have been entitled) in the absence of the item giving rise to the indemnity claim.
The Agreement must be approved by the shareholders' meetings of the Tax Subsidiary and the Tax Parent.
In connection with the Closing Sales Tax, Parent shall prepare or obtain all applicable forms for filing with the appropriate governmental authorities and/or that the Selling Subsidiaries determine are necessary or desirable in order to accurately calculate the Closing Sales Tax, if available (collectively, the “Closing Sales Tax Forms”).
Neither Rockingham nor Former Tax Parent has received any written notice that any Taxes relating to any period prior to the Closing Date are owing that have not been paid on or before the Closing Date.
In the case of any Transfer Tax, Parent shall pay all such Transfer Taxes (whether imposed on Parent, the Surviving Corporation or any Stockholder), shall prepare and timely file all relevant Transfer Tax returns required to be filed in respect of such Transfer Tax and shall pay the Transfer Tax shown on such Transfer Tax return.
In the event Purchaser, Sellers or Former Tax Parent receives written notice of any audit, examination, claim, settlement, proposed adjustment, administrative or judicial proceeding, or other matter (“Tax Claim”) related to any Pre-Closing Taxes, Transfer Taxes or Overlap Period Taxes, Purchaser, Sellers or Former Tax Parent, as the case may be, shall notify the other Parties in writing as soon as reasonably practical (but in no event more than ten (10) Business Days) after receipt of such notice.
In the case of any Tax Contest with respect to any Consolidated or Combined Income Tax Parent shall control the defense or prosecution of all portions of any Tax Contest, including settlement thereof.
Tax Parent, Parent, Merger Sub and the Company have caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date first written above.
In the event that Forestar benefits the Group as a result of having a net operating loss or other tax benefit that cannot be utilized in the calculation of the Forestar Separate Tax, Parent shall pay to Forestar the amount of tax savings as if Forestar had been able to utilize the net operating loss or other tax benefit in the calculation of the Forestar Separate Tax.
None of Tax Parent, Parent or Merger Sub is entering into this Agreement with the intent to hinder, delay or defraud either present or future creditors.