Excess Loss Accounts. The DHC Restructuring is being completed in part in order to eliminate any excess loss accounts that may exist with respect to those entities that will be direct and indirect corporate Subsidiaries of Spinco at the time of the Distribution. To the extent any excess loss account existing as of the day prior to the Distribution Date with respect to any direct or indirect corporate Subsidiary of Spinco is not otherwise eliminated as a consequence of the DHC Restructuring, the amount of the intercompany payable, if any, determined as of the day prior to the Distribution Date, that is payable by such Subsidiary to Spinco or to the direct or indirect parent of such Subsidiary other than Spinco, as applicable, shall be deemed to have been contributed to the capital of such Subsidiary as of the day prior to the Distribution Date to the extent necessary to eliminate such excess loss account, provided that
Excess Loss Accounts. The Company has no excess loss account within the meaning of Treasury Regulation Section 1.1502-19 with respect to any of its subsidiaries.
Excess Loss Accounts. The Company does not track the tax basis of its Subsidiaries as a matter of regular practice and does not have Knowledge of any material excess loss account, within the meaning of Treasury Regulations Section 1.1502-19, or similar account or amount under any state or local Tax law, that exists with respect to any Subsidiary of the Company.
Excess Loss Accounts. The Reorganization is being completed in part in order to eliminate any excess loss accounts that may exist with respect to direct and indirect corporate subsidiaries of the Company. To the extent any excess loss account existing as of the day prior to the Distribution Date with respect to any direct or indirect corporate subsidiary of the Company is not eliminated as a consequence of the Reorganization, the amount of the intercompany payable, if any, determined as of the day prior to the Distribution Date, that is payable by such subsidiary to the Company or to the direct or indirect parent of such subsidiary other than the Company will be deemed to have been contributed to the capital of such subsidiary as of the day prior to the Distribution Date to the extent necessary to eliminate such excess loss account, provided that (a) such contribution will be deemed to be have been made only if the company from which the deemed contribution originates (the "Contributing Parent") owns 100%, directly or indirectly, of such subsidiary, (b) no such contribution will be deemed to have been made with respect to Liberty Japan, Inc. or Liberty Jupiter, Inc. and (c) with respect to any subsidiary (a "Recipient Subsidiary") that is an indirect subsidiary of the Contributing Parent, such contribution shall be deemed to have been contributed to the direct subsidiary of the Contributing Parent that is an owner in the ownership chain of such Recipient Subsidiary and in turn by such owner to its subsidiary that is an owner in the ownership chain of such Recipient Subsidiary, successively, until a contribution in the required amount is made to such Recipient Subsidiary by the owner that is the direct stockholder of such Recipient Subsidiary, and in the case of any Recipient Subsidiary having more than one stockholder, such capital contribution will be deemed to have been made to such Recipient Subsidiary by the owners that are its stockholders in proportion to their stock ownership in such Recipient Subsidiary.
Excess Loss Accounts. (a) On or prior to the Closing (and in the case of Oak Ridge Treatment Center Acquisition Corporation, prior to the Oak Ridge Divestiture), any excess loss accounts within the meaning of the Treasury Regulation § 1.1502-19 in the stock of Oak Ridge Treatment Center Acquisition Corporation, Southwestern Children’s Health Services, Inc., and Memorial Hospital Acquisition Corporation will be eliminated. The excess loss accounts will be eliminated as set forth in Section 7.3(b) and/or Section 7.3(c) below.
Excess Loss Accounts. If any Excess Loss Account of the Company or any Subsidiary in the stock of any Subsidiary will exist after the capital contributions described in Section 4.3.6 hereof, Seller shall cooperate with Purchaser and shall use reasonable best efforts to eliminate such Excess Loss Accounts prior to Closing.
