Verigy Tax Group definition

Verigy Tax Group means (i) Verigy and (ii) any corporation or other legal entity which Verigy directly or indirectly owned or owns prior to, on or following the Separation Date.
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Verigy Tax Group has the meaning set forth in the Tax Sharing Agreement.
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Examples of Verigy Tax Group in a sentence

  • Verigy shall provide Agilent with a true, correct and complete IRS Form 5471 with respect to each Verigy Tax Group Member (and such additional information regarding such form as may reasonably be requested by Agilent) at least sixty (60) calendar days prior to the due date for the Income Tax Returns of the Agilent Tax Group (including extensions).

  • Verigy hereby irrevocably designates, and agrees to cause each Verigy Tax Group Member to designate, Agilent as its agent to take any and all actions necessary or incidental to the preparation and filing of such Non-Income Tax Returns.

  • The Agilent Tax Group and the Verigy Tax Group agree to cooperate with each other in the preparation of, and to negotiate in good faith to resolve any dispute with respect to, the Allocation Schedule.

  • Agilent shall reimburse Verigy for any reasonable out-of-pocket costs and expenses incurred by any Verigy Tax Group Member in connection with such cooperation.

  • Verigy agrees that the Verigy Tax Group will not deviate from the amount of any qualified research expenditures allocated to it by Agilent.

  • If a corporation or other Entity ceases to be an Agilent Tax Group Member or Verigy Tax Group Member as a result of a disposition of equity interests in such entity, such entity shall be released from its obligation under this Agreement upon such disposition, and Agilent or Verigy, as the case may be, shall have no obligation to indemnify the other under Section 3.1 for any liability or damage attributable to actions taken by such entity after such disposition.

  • In connection with the Distribution, Agilent shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Assets among Agilent, each other Agilent Tax Group Member, Verigy and each other Verigy Tax Group Member.

  • Subject to the rights of the Verigy Tax Group under the other provisions of this Agreement, such officer shall have the authority to execute powers of attorney (including IRS Form 2848) on behalf of each Verigy Tax Group Member with respect to Tax Returns for the Tax Indemnification Period.

  • In addition, the Verigy Tax Group and the Agilent Tax Group shall act in accordance with the Allocation Schedule in the course of any Tax audit, Tax review or Tax litigation relating thereto, and take no position and cause their affiliates to take no position inconsistent with the Allocation Schedule for income Tax purposes, including United States federal and state income Tax and foreign income Tax, unless otherwise required pursuant to a "determination" within the meaning of Section 1313(a) of the Code.

  • Verigy shall prepare all IRS Forms 5471 (and any similar state and local forms) for the Verigy Tax Group that are required to be filed with the Income Tax Returns of the Agilent Tax Group.

Related to Verigy 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.

  • 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.

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

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • 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.

  • Income Tax Returns means all Tax Returns 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.

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

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

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

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

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

  • 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.

  • 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.

  • VAT Group means a group for the purposes of the VAT Grouping Legislation.

  • 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).

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • 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.

  • 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 .

  • Tax Liabilities means all liabilities for Taxes.

  • Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of state, local or foreign law.

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

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

  • 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.”