Tax Attributes mean for U.S. federal, state, local, and non-U.S. Income Tax purposes, earnings and profits, tax basis, net operating and capital loss carryovers or carrybacks, alternative minimum Tax credit carryovers or carrybacks, general business credit carryovers or carrybacks, income tax credits or credits against income tax, disqualified interest and excess limitation carryovers or carrybacks, overall foreign losses, research and experimentation credit base periods, and all other items that are determined or computed on an affiliated group basis (as defined in Section 1504(a) of the Code determined without regard to the exclusion contained in Section 1504(b)(3) of the Code), or similar Tax items determined under applicable Tax law.
Tax Attributes i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.
Tax Attributes. The incentive stock option granted pursuant to this Agreement is intended to qualify under Section 422 of the Code and any provisions hereof which would prevent such Options from qualifying are invalid and of no effect, except as provided in Section 7.2(b) of the Plan. The Optionee will promptly give written notice to the Company of any sale, exchange, gift, or other transaction of any shares of Stock acquired pursuant to such incentive stock option which occurs within two years of the date of grant of such Option or within one year after the issuance of any shares of Stock pursuant thereto.
Tax Attributes. Fortive shall in good faith advise Vontier in writing of the amount (if any) of any Tax Attributes, which Fortive determines, in its good faith discretion, shall be allocated or apportioned to the Vontier Group under applicable Law. Vontier and all members of the Vontier Group shall prepare all Tax Returns in accordance with such written notice. Vontier agrees that it shall not dispute Fortive’s determination of Tax Attributes. For the avoidance of doubt, Fortive shall not be required in order to comply with this Section 3.9 to create or cause to be created any books and records or reports or other documents based thereon (including, without limitation, “earnings & profits studies,” “basis studies” or similar determinations) that it does not maintain or prepare in the ordinary course of business.
Tax Attributes. 13 17 5.1 ALLOCATION OF TAX ITEMS. All Tax computations for (i) any Pre-Deconsolidation Period ending on the Deconsolidation Date, (ii) the immediately following taxable period of Instinet or any Instinet Affiliate and (iii) any Straddle Period, shall be made pursuant to the principles of Section 1.1502-76(b) of the Treasury Regulations or of a corresponding provision under the laws of other jurisdictions and, to the extent possible, in a manner consistent with the principles set forth in Section 4.2(a) of this Agreement. 5.2 POST DECONSOLIDATION. To the extent permitted by applicable law, following the Deconsolidation, the relevant Tax Assets with respect to the Reuters Consolidated Group or Reuters Combined Group, as the case may be, shall be allocated to the corporation or entity that created or generated the Tax Asset.
Tax Attributes. Tax attributes for Pre-Separation Taxable Periods and any Straddle Period shall be allocated to the New U S WEST Group and the MediaOne Group in accordance with the Code and Treasury Regulations (and any applicable state, local and foreign laws or regulations). U S WEST and New U S WEST shall jointly determine the amounts of such attributes as of the Separation Date, or shall jointly estimate such amounts which are not determinable as of the Separation Date, and hereby agree to compute all Tax Liabilities for Taxable Years ending after the Separation Date consistently with that determination. The principles of this paragraph shall apply with respect to any adjustments to the Tax Liabilities of either the New U S WEST Group or the MediaOne Group resulting from an election made under Treasury Regulation Section 1.1502-76(b)(2)(ii).
Tax Attributes. As soon as reasonably practicable following the Distribution Date, and, in any event, at least ninety (90) calendar days before the due date (including extensions) of the federal income Tax Return for the FCPT Group for the tax year ending December 31, 2015, Darden shall provide FCPT with its calculation of the Tax Attributes associated with the FCPT Group and the Tax bases of the assets and liabilities transferred to FCPT in connection with the Distribution for its review and comment, which calculation shall be in accordance with applicable law. Darden shall consider in good faith any reasonable comments to such calculation proposed by FCPT within thirty (30) calendar days of FCPT’s receipt of such calculations and shall not unreasonably withhold incorporation of FCPT’s comments. To the extent the Parties are unable to resolve a dispute with respect to the calculations, and such dispute is with respect to an issue of law or fact, such dispute will be settled pursuant to the terms of Section 2.10 of this Agreement. Unless and until there has been a Final Determination to the contrary, all Tax Returns of or that include FCPT, Darden, or any of their respective Subsidiaries shall be prepared in a manner that is consistent with the determination of the allocation of Tax Attributes pursuant to this Section 2.8.
Tax Attributes. (a) Annual Payments. For each of the 5 taxable years after the date of Deconsolidation, Valvoline shall pay to Ashland Global the excess (if any) of the Hypothetical Tax Return Amount over the Actual Tax Return Amount, and Ashland Global shall pay to Valvoline the excess (if any) of the Actual Tax Return Amount over the Hypothetical Tax Return Amount.