Xxxxxxxx Tax Group definition

Xxxxxxxx Tax Group means the affiliated group of corporations within the meaning of Section 1504 of the Code which files a consolidated United States federal income Tax Return and as to which Xxxxxxxx is the common parent, and, in the case of any combined or unitary Tax Return, the group of corporations filing such Tax Return that includes the Contributed Entities.
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Xxxxxxxx Tax Group means (i) Xxxxxxxx, (ii) any corporation which, immediately following the Distribution, is a member of the affiliated group within the meaning of Section 1504(a)(1) of the Code, but without regard to Section 1504(b)(3) of the Code, of which Xxxxxxxx is the common parent, (iii) any other corporate or noncorporate legal entity in which, immediately following the Distribution, Xxxxxxxx directly or indirectly owns an interest and (iv) any other corporate or noncorporate legal entity (other than a member of the EnPro Tax Group) in which, at any time prior to the Distribution, Xxxxxxxx directly or indirectly owned an interest, but only with respect to the period during which Xxxxxxxx so owned an interest.
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Examples of Xxxxxxxx Tax Group in a sentence

  • American Brands, New Xxxxxxxx and Xxxxxxxx wish to provide for and agree upon the allocation between the American Brands Tax Group (as hereinafter defined) and the New Xxxxxxxx Tax Group (as hereinafter defined) of all responsibilities, liabilities and benefits relating to or affecting Taxes (as hereinafter defined) paid or payable by either of them for all taxable periods, whether beginning before, on or after the Distribution Date (as hereinafter defined).

  • Xxxxxxxx shall prepare and timely file or cause to be prepared and timely filed all U.S. federal Income Tax Returns (including amendments thereto) which include a member of the Xxxxxxxx Tax Group and are required to be filed for any Pre-Distribution Taxable Period or Straddle Period.

  • EnPro shall reimburse Xxxxxxxx for any reasonable out-of-pocket costs and expenses incurred by any member of the Xxxxxxxx Tax Group in connection with such cooperation.

  • Except as otherwise provided in this Agreement, Xxxxxxxx shall pay or cause to be paid, on a timely basis, all Taxes due with respect to the U.S. federal Income Tax liability for (A) all Pre-Distribution Taxable Periods of all members of the Xxxxxxxx Tax Group and the EnPro Tax Group and (B) the Straddle Period, the Tax Return for which includes members of the Xxxxxxxx Tax Group.

  • This Agreement defines certain obligations undertaken by Xxxxxxxx and Coltec, which will be a member of the EnPro Tax Group, in connection with certain pre-Distribution transactions between (i) Coltec and GPEC, which will be a member of the Xxxxxxxx Tax Group, and (ii) Xxxxxxxx and EnPro.

  • To the extent deemed necessary by Buyer, Buyer has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Securities.

  • The amount of any refund or credit of Taxes which Xxxxxxxx or EnPro is entitled to retain or receive pursuant to the foregoing sentence shall be reduced to take account of any Taxes incurred by the EnPro Tax Group, in the case of a refund or credit to which Xxxxxxxx is entitled, or the Xxxxxxxx Tax Group, in the case of a refund or credit to which EnPro is entitled, upon the receipt of such refund or credit.

  • A New Xxxxxxxx Tax Group Tax Act shall not include any action on the part of American Brands or any member of the American Brands Tax Group (other than ATIC for the period ATIC is a member of the New Xxxxxxxx Tax Group).

  • American Brands agrees to indemnify and hold New Xxxxxxxx and each member of the New Xxxxxxxx Tax Group harmless from and against any Taxes resulting from the failure of the Distribution to qualify under Section 355 of the Code or the failure of the Reorganization to qualify as a "reorganization" within the meaning of Section 368(a)(1)(F) of the Code, except where such failure is attributable to a New Xxxxxxxx Tax Group Tax Act.

  • All Tax Returns (including amendments thereto) for all Post-Distribution Taxable Periods shall be the responsibility of the Xxxxxxxx Tax Group if such Tax Returns relate to a member or members of the Xxxxxxxx Tax Group or their respective businesses, assets or activities and shall be the responsibility of the EnPro Tax Group if such Tax Returns relate to a member or members of the EnPro Tax Group or their respective businesses, assets or activities.

Related to Xxxxxxxx Tax Group

  • Xxxxxxx Group means (i) any member of the Xxxxxxx Family, (ii) any Related Person of any such member, and (iii) the Xxxxx Xxxxx Xxxxxxx, Jr. Grantor Retained Annuity Trust, the Xxxxxx Xxxxxxx Family Trust, the Xxxx Xxxxxxx Children’s Trust c/o Argent Trust, and the Xxxx Xxxxxxx Legacy Trust-2010 c/o Argent Trust. For the avoidance of doubt, the Persons named in (iii) above may be Related Persons of members of the Xxxxxxx Family.

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

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • 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.

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

  • 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.

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

  • Transaction Tax Deductions means any Tax deductions, whether accruing before, on or after the Closing Date, relating to (a) any pay down or satisfaction of Indebtedness in connection with the Merger, (b) the payment or incurrence of any Transaction Expenses, and (c) any other deductible payments attributable to the Merger and economically borne by Sellers. For this purpose, any success-based fees shall be treated as deductible in accordance with the seventy percent safe-harbor election in Rev. Proc. 2011-29.

  • 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).

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

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

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

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

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

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

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Assigned Annual Special Tax means the Special Tax of that name described in Section D.

  • 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.

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

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

  • Xxxxxxx Xxxxxxx Policy means the written policy of the Company pertaining to the sale, transfer or other disposition of the Company’s equity securities by members of the Board, officers or other employees who may possess material, non-public information regarding the Company, as in effect at the time of a disposition of any Stock.

  • child tax credit means a child tax credit under section 8 of the Tax Credits Act 2002;

  • taxable territory means the territory to which the provisions of this Act apply;

  • 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.

  • Income Tax means any federal, state, local or foreign Tax (a) based upon, measured by or calculated with respect to net income, profits or receipts (including, without limitation, capital gains Taxes and minimum Taxes) or (b) based upon, measured by or calculated with respect to multiple bases (including, without limitation, corporate franchise taxes) if one or more of the bases on which such Tax may be based, measured by or calculated with respect to, is described in clause (a), in each case together with any interest, penalties, or additions to such Tax.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.