Tax Items. All claims, rights and interest in and to any refunds for federal, state or local Taxes (as defined in Section 2.4(a) below) for periods prior to the Closing Date as set forth on Schedule 1.2(d) attached hereto;
Tax Items. All income, profit, gain, deduction, loss and credit of the Company shall be allocated solely to the Member.
Tax Items. All claims, rights and interest in and to any refunds for federal, state or local taxes to which Seller is entitled for periods prior to the Closing Date.
Tax Items. (a) Tax Items arising in a Pre-Closing Period shall be allocated to the GGP Group and the Spinco Group in accordance with the Code and Treasury Regulations (and any applicable state, local and foreign Laws) and in accordance with the allocation of Tax Liabilities in Article II. GGP and Spinco shall jointly determine the allocation of such Tax Items arising in Pre-Closing Periods as soon as reasonably practicable following the Effective Date, and hereby agree to compute all Taxes for all Straddle Periods and Post-Closing Periods consistently with that determination unless otherwise required by Law or a Final Determination.
Tax Items. Except to the extent already provided for in this Agreement, the amount of any indemnification payment required hereunder shall be reduced to take into account the Tax Benefit, if any, allowable to the indemnified party resulting from the event giving rise to such indemnification payment and shall be increased to take into account additional Taxes, if any, incurred by the indemnified party resulting from the receipt of such indemnification payment and any additional payment required by this section. The parties will cooperate with each other in good faith to determine the amounts described in this section.
Tax Items. Except as otherwise provided herein, any allocation to a Partner of a portion of the Net Profits, Net Losses or items of income, gain, loss or deduction for a Fiscal Year shall be deemed to be an allocation to that Partner of the same proportionate part of each item of income, gain, loss, deduction or credit that is earned, realized or available by or to the Partnership for Federal income tax purposes. In addition, all items of gain or loss recognized from the sale, exchange or other disposition of Securities (including closing a position or determining a security worthless) in any tax period will generally be allocated among the Partners, so that to the extent possible, consistent with a fair allocation of such items of gain or loss among all of the Partners, each Partner’s gain or loss for tax purposes is equal to the amount of gain or loss allocated to his Capital Account in respect of such transactions.
Tax Items. Except to the extent already provided for in this Agreement, the amount of any indemnification payment required hereunder shall take into account the Tax Benefit, if any, allowable to the indemnified Party resulting from the event giving rise to such indemnification payment and additional Taxes, if any, incurred by the indemnified Party resulting from such indemnification and any additional indemnification payment required by this section. The Parties will cooperate with each other to determine the amounts described in this section. This Section 7.4 shall not apply to subsection 2.2(c).
Tax Items. Except as otherwise provided herein, any allocation to a Partner of a portion of the Net Profits or Net Losses for a fiscal year (or other relevant period) will be deemed to be an allocation to that Partner of the same proportionate part of each item of income, gain, loss, deduction or credit that is earned, realized or available by or to the Partnership for federal income tax purposes.
Tax Items. Tax Items" shall mean, with respect to any property, all items of income, gain, loss, deduction, and credit (including Tax Depreciation) recognized by or allowable to the Company with respect to such property, as computed for federal income tax purposes.
Tax Items. (a) Tax Items arising in a Pre-Closing Period shall be allocated to the GGP Group and the Spinco Group in accordance with the Code and Treasury Regulations (and any applicable state, local and foreign Laws) and in accordance with the allocation of Tax Liabilities in Article II. GGP and Spinco shall jointly determine the allocation of such Tax Items arising in
