Deconsolidation. Notwithstanding Section 4.2(c)(4), WhiteWave shall not issue any stock prior to the Distribution without the consent of Xxxx Foods if such issuance would cause a Deconsolidation.
Deconsolidation. In the event that a Subsidiary is determined not to have been properly treated as an includible corporation in the Group with respect to any Taxable Period, the amount of any payments made under Paragraphs 2, 3 and 5 (taking into account any adjustments pursuant to Paragraphs 6(a) and (b)) shall be refunded to the party entitled to such net amount within 30 days of a Final Determination of such deconsolidation, or as soon as the amount to be refunded can practicably be determined, if later, together with any applicable interest for the period.
Deconsolidation. If any member of the Corporation’s Consolidated Group that owns any LLC Unit deconsolidates from such Consolidated Group, then the Corporation will cause such member (or the new parent of the Consolidated Group in the case where the Corporation deconsolidates from the Consolidated Group) to assume the obligations under this Agreement (including to make TRA Payments) as if it were the Corporation, solely with respect to the applicable Tax Attributes associated with any Adjusted Asset it owns (directly or indirectly) in a manner consistent with the principles of this Agreement.
Deconsolidation. Notwithstanding anything herein to the contrary, to the extent permitted by applicable law, FCCG may cease to file a Consolidated Return in any jurisdiction with respect to any taxable year in its sole discretion. FCCG shall not be required to compensate FAT in any manner for any amount as a result of the prior or current use of any tax attribute or item of income, gain, loss, deduction or credit of FAT notwithstanding that no portion of such attribute or item may be apportioned to FAT under the applicable law as a consequence of FAT ceasing to be included in a Consolidated Return with FCCG in such jurisdiction.
Deconsolidation. Except as otherwise provided in this Agreement, Aquila shall be responsible for, and shall indemnify and hold harmless UtiliCorp against, any and all Taxes arising from any Deconsolidation Event. Notwithstanding this Section 6.1(b), however, Aquila shall not be responsible for any Tax for which UtiliCorp or any member of the UtiliCorp Affiliated Group would otherwise be responsible that arises from or is related to an excess loss account as defined in Section 1.1502-19 of the Treasury Regulations or an intercompany transaction between a member of the UtiliCorp Affiliated Group and a member of the Aquila Affiliated Group as defined in Section 1.1502-13 of the Treasury Regulations. UtiliCorp shall not be responsible in any event for any Tax that arises from or is related to an excess loss account that results from a transaction only between members of the Aquila Affiliated Group or an intercompany transaction only between members of the Aquila Affliated Group or that results in a taxable gain to a member of the Aquila Affiliated Group.
Deconsolidation. Sellers will be liable for all of the Taxes with respect to income of the Companies for all deconsolidating adjustments (including without limitation any deferred income triggered into income by Section 1.1502-13 of the Treasury Regulations promulgated under the Code and any excess loss accounts taken into income under Section 1.1502-19 of the Treasury Regulations) for all periods through the Closing Date to the extent such Taxes are not reflected on the Post Closing Equity Schedule.
Deconsolidation. After the Closing, TCG shall take such steps with CTFG and the Taylxx Xxxily in accordance with generally accepted accounting principles as are necessary to deconsolidate the Bank from CTFG for accounting purposes.
Deconsolidation. (i) In the event that it is determined that Sub has ceased to be a Member of the Group with respect to any Taxable Period, the amount of any payments ("Deconsolidated Payments") made by Parent or Sub with respect to such or subsequent Taxable Periods under Sections 2 and 3 hereof (taking into account any adjustments pursuant to paragraph (a) of this Section 5) shall be repaid by Sub, or accrued as a liability of Parent, as the case may be, with interest at the rate determined under Section 6621(a)(2) of the Code no sooner than ten (10) days prior to and no later than five (5) days following the earlier of (i) the date of a Final Determination with respect to such determination or (ii) the earliest date such adjustment can reasonably be calculated. In the event Parent accrues a liability to Sub under this Section 5(b)(i), Parent shall promptly (i) repay to Sub any Deconsolidated Payments that Parent has not forwarded to the IRS; and (ii)(a) file a request with the IRS for a refund of all Deconsolidated Payments that Parent has forwarded to the IRS and pay to Sub all amounts received from the IRS pursuant to such refund request or (b) apply for and receive permission from the IRS to have all Deconsolidated Payments that Parent has forwarded to the IRS credited as payments made by Sub to the IRS
Deconsolidation. If any Consolidated Subsidiary shall cease to be eligible for inclusion in the Consolidated Return filed by the Group, and pursuant to Treas. Reg. section 1.1502-79 or any comparable provision of law, such Subsidiary is able to carry forward to a subsequent separate return year any Tax Benefit for which such Subsidiary shall have previously received payment from TIAA pursuant to Section 6, 7 or 9 of this Agreement, then such Subsidiary shall pay to TIAA an amount equal to the reduction in the tax liability of the Subsidiary, or any consolidated group of which such Subsidiary shall become a member, that is attributable to the availability of such Tax Benefit carryforward. Any payment under this paragraph shall be made within 30 days after the filing of the federal income tax return which reflects the use of such Tax Benefit. If any consolidated subsidiary shall cease to be a member of the Group and thereafter shall earn a tax attribute which must be carried back to a taxable year subject to the provisions of this Agreement, it shall furnish to TIAA any and all data relating to the tax attribute and necessary for the preparation by TIAA of a Group Refund Claim. TIAA shall prepare such Group Refund Claim. Board of Overseers shall provide to TIAA and its representatives powers of attorney or other documents that are necessary or appropriate to enable TIAA or its representatives to pursue such Group Refund Claim with the IRS either administratively or by court action, and TIAA shall take appropriate action to file such Group Refund Claim with the IRS. Each Subsidiary shall cooperate by way of furnishing all records and documents and by making available personnel necessary to the pursuit of such Group Refund Claim. Upon the receipt by TIAA of any refund relating to such Group Refund Claim, TIAA shall pay to the appropriate Subsidiary the lesser of (a) the reduction of the Group tax liability as a result of the Tax Benefit originating with such Subsidiary or (b) the amount of refund such Subsidiary would have received if it had filed separate tax returns for all Consolidated Return Years, based upon the law and facts as finally determined in connection with such Group Refund Claim. The cost of pursuing such refund claim shall be allocated equitably among the Group members and former Group members, as determined by TIAA in its discretion, in light of the amount of the benefit received by each member and former member.
Deconsolidation. The Shareholders shall be liable for all Taxes and Losses of the Company and each Subsidiary attributable to deconsolidating adjustments (including without limitation any deferred income triggered into income by Treasury Regulation Section 1.1502-13 and any excess loss accounts taken into income under Treasury Regulation Section 1.1502-19) for all periods through the Closing Date, including adjustments caused by the distribution by the Company of the stock of IFMX and CISA prior to the Closing Date.
