Covidien Separation Tax definition

Covidien Separation Tax means (i) any Separation Tax to the extent that the liability for such Tax does not exceed the amount listed on Schedule I with respect to such Tax and (ii) to the extent that the liability for such Separation Tax exceeds the amount listed on Schedule I with respect to such Tax, the portion of such excess for which neither Mallinckrodt nor any member of the Mallinckrodt Group is obligated under applicable Law to pay; provided, that, for all purposes of this Agreement, the Distribution Agreement and each Ancillary Agreement, Covidien shall be treated as having paid any such Tax to the extent such Tax was paid or otherwise satisfied on or prior to the Distribution Date regardless of which Party or members of its Group paid or otherwise satisfied such Tax.
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Covidien Separation Tax means any Separation Tax to the extent that the liability for such Tax does not exceed the amount listed on Schedule I with respect to such Tax; provided, that, for all purposes of this Agreement and each Ancillary Agreement, Covidien shall be treated as having borne any such Tax to the extent such Tax was paid or otherwise satisfied on or prior to the Distribution Date.
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Related to Covidien Separation Tax

  • SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • non-taxable territory means the territory which is outside the taxable territory;

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Air gap separation means the unobstructed vertical distance through the free atmosphere between the lowest opening from any pipe or faucet supplying water to a tank, plumbing fixture, or other device and the flood level rim of the receptacle.

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Production Tax Credit or “PTC” means the tax credit for electricity produced from certain renewable generation resources described in Section 45 of the Internal Revenue Code of 1986, as it may be amended or supplemented from time to time.

  • COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associated epidemics, pandemic or disease outbreaks.

  • Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.

  • RemainCo shall have the meaning set forth in the Preamble.

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

  • Separation Plan means the Company’s Separation Plan Amended and Restated Effective August 13, 2006, as may be amended from time to time or any successor plan, program, arrangement or agreement thereto.

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.