Subpart F Sample Clauses
Subpart F. Notwithstanding any provision of this Agreement to the contrary, to the extent the UNREGCO Consolidated Group must pay Tax attributable to a Subpart F inclusion ("Subpart F Tax") under the Code that is taken into account as a result of a Tax arising in the UNREGCO Consolidated Group Consolidated Tax Return for the taxable year that begins on the day after the Distribution Date (or in a later taxable year if there is a deficit in earnings and profits that defers such Subpart F Tax to a taxable year after the taxable year that begins on the day after the Distribution Date), REI (or its successor REGCO) shall pay to UNREGCO a percentage of the Subpart F Tax equal to the percentage of days of the 12-month Tax period to which such Subpart F Tax relates based on the number of days in such 12-month Tax period before the Distribution Date bears to the total days in such 12-month Tax period that includes the Distribution Date, but only to the extent that the Subpart F Tax issue relates to an income inclusion that is attributable to an item that accrued ratably (utilizing principles similar to those of the ratable allocation election of Treasury Regulation Section 1.1502-76(b)(2)(ii)(D), adjusting for extraordinary items similar to those set forth in Treasury Regulation Section 1.1502-76(b)(2)(ii)(C)) over the 12-month Tax period. Within 15 days after the filing of the Tax Return for the taxable year that begins on the day after the Distribution Date (or such later taxable year if there is a deficit in earnings and profits that defers such Subpart F Tax to a taxable year after the taxable year that begins on the day after the Distribution Date), UNREGCO shall notify REI (or its successor REGCO) in writing as to the amount of payment, if any, REI (or its successor REGCO) owes to UNREGCO under the preceding sentence. REI (or its successor REGCO) shall pay UNREGCO such amount within 15 days of receiving such notice. If REI (or its successor REGCO) disagrees with such amount, REI (or its successor REGCO) may invoke the resolution procedures of Section 8.3.
Subpart F. ▇▇▇▇ shall be responsible for and shall indemnify and hold harmless Buyer Indemnitees from and against, and shall pay, all Taxes attributable to any inclusion under Section 951 of the Code by any Group Member at the end of the taxable year of the applicable controlled foreign corporation (as defined in Section 957 of the Code) that includes the Closing Date arising out of any transaction not in the ordinary course of business occurring between the date hereof and through the Closing.
Subpart F. All U.S. federal Income Taxes arising under Section 951(a) of the Code (or any similar provision of state, local or foreign law) (including any tax resulting from an investment in United States property and subject to pro-ration as required by law) as a result of any member of the ▇▇▇▇ ▇▇▇ Group or the CoffeeCo Group being a United States shareholder (within the meaning of Section 951(b) of the Code or a similar provision of state, local or foreign law) during ▇▇▇▇ ▇▇▇’▇ 2012 fiscal year, shall be the responsibility of the Party on which such Taxes are imposed by law (excluding for this purpose, any liability imposed on such Party solely as a result of being part of the ▇▇▇▇ ▇▇▇ Consolidated Group by operation of Treasury Regulation § 1.1502-6), except to the extent that such U.S. federal Income Taxes is attributable to (X) a Section 956 Loan (as described in Section 2.02(a)(i)(F) above), in which case liability shall be allocated to ▇▇▇▇ ▇▇▇ pursuant to Section 2.02(a)(i)(F) or (Y) redemption premium paid to DEF Finance S.N.C. in connection with the Debt Exchange to the extent that the payment of any such redemption premium generates a current deduction for ▇▇▇▇ ▇▇▇, in which case liability shall be allocated to ▇▇▇▇ ▇▇▇ to the extent of ▇▇▇▇ ▇▇▇’▇ current deduction.
Subpart F. None of the Miltex Subsidiaries that are organized in a jurisdiction other than the United States or a state thereof (i) has an investment in "United States property" for purposes of Section 956 of the Code, (ii) has been engaged in a U.S. trade or business for U.S. federal income Tax purposes; or (iii) has been a passive foreign investment company within the meaning of Section 1297 of the Code.
Subpart F. (iv) Subdivision D—General terms and conditions for programmatic requirements, if any .......................................................