Covisint Separate Tax Liability definition

Covisint Separate Tax Liability means an amount equal to the Tax liability that Covisint and each Covisint Affiliate would have incurred if they had filed a consolidated return, combined return (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination), unitary return or a separate return, as the case may be, separate from the members of the Compuware Group, for the relevant Tax period, and such amount shall be computed by Compuware (A) in a manner consistent with (i) general Tax accounting principles, (ii) the Code and the Treasury Regulations, and (iii) past practice, if any, and (B) taking into account any Covisint Separate Tax Assets attributable to any Tax period or portion thereof beginning on or after January 1, 2013, but only if and to the extent that Compuware has not previously compensated Covisint with respect to such Covisint Separate Tax Assets pursuant to Section 3.03; provided, however, that, although the Covisint Separate Tax Liability is to be computed on a hypothetical basis as if Covisint and each Covisint Affiliate were separate from the members of the Compuware Group, the fact that Covisint or any Covisint Affiliate is included in a Consolidated Return or a Combined Return and the effect that such inclusion has on the calculation of any Tax Item, shall nevertheless be taken into account, as reasonably determined by Compuware, for purposes of computing the Covisint Separate Tax Liability (for example, for purposes of calculating its R&D credit, Covisint shall be entitled to its allocable share of the consolidated R&D credit of the Compuware Group). For Compuware’s taxable year including the Distribution Date, the calculation of the Covisint Separate Tax Liability for purposes of Article III shall be determined without regard to the deemed asset sale on account of the Section 336(e) Election and separately and independently from the calculation of and liability for Distribution Taxes, which shall be governed by Article V hereof. Notwithstanding the immediately preceding sentence, the calculation of the Covisint Separate Tax Liability as determined under Article III of this Agreement shall take into account and include (without any duplication), Covisint’s deduction in connection with the Section 336(e) Election of up to One Million One Hundred and Sixty Thousand Dollars ($1,160,000) in capitalized expenditures for legal and accounting costs with respect to the potential qualification of the ...
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Covisint Separate Tax Liability means an amount equal to the Tax liability that Covisint and each Covisint Affiliate would have incurred if they had filed a consolidated return, combined return (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination), unitary return or a separate return, as the case may be, separate from the members of the Compuware Group, for the relevant Tax period, and such amount shall be computed by Compuware (A) in a manner consistent with (i) general Tax accounting principles, (ii) the Code and the Treasury Regulations promulgated thereunder, and (iii) past practice, if any, and (B) taking into account any Covisint Separate Tax Assets attributable to any Tax period or portion thereof beginning on or after the Effective Date but only if and to the extent that Compuware has not previously compensated Covisint with respect to such Covisint Separate Tax Assets pursuant to Section 3.03; provided, however, that, although the Covisint Separate Tax Liability is to be computed on a hypothetical basis as if Covisint and each Covisint Affiliate were separate from the members of the Compuware Group, the fact that Covisint or any Covisint Affiliate is included in a Consolidated Return or a Combined Return and the effect that such inclusion has on the calculation of any Tax Item, shall nevertheless be taken into account, as reasonably determined by Compuware, for purposes of computing the Covisint Separate Tax Liability (for example, for purposes of calculating its R&D credit, Covisint shall be entitled to its allocable share of the consolidated R&D credit of the Compuware Group).
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Examples of Covisint Separate Tax Liability in a sentence

  • Any dispute with respect to such calculation shall be resolved pursuant to Section 10.04; provided, however, that, notwithstanding any dispute with respect to any such calculation, in no event shall any payment attributable to the amount of any Covisint Separate Tax Liability or estimated Covisint Separate Tax Liability be paid later than the date provided in ARTICLE VII.

  • Not later than seven (7) days prior to each such Estimated Tax Installment Date, Compuware shall provide Covisint with a written notice setting forth the amount payable by Covisint in respect of any estimated Excess Loss Account Tax Liability (if then reasonably determinable, and if not then reasonably determinable, then as soon as reasonably practicable thereafter) and such estimated Covisint Separate Tax Liability and a calculation of such amounts.

  • Covisint shall pay to Compuware, or Compuware shall pay to Covisint, as appropriate, an amount equal to the difference, if any, between the Excess Loss Account Tax Liability or Covisint Separate Tax Liability, as applicable, reflected on such revised pro forma Tax Return and the Excess Loss Account Tax Liability or Covisint Separate Tax Liability, as applicable, for such period as originally computed pursuant to this Agreement.

  • The Parties hereto agree (i) to report all Tax deductions with respect to Retained Covisint Compensation Items consistently with this Section 9.02(a), to the extent permitted by the Tax law and (ii) that such Tax deductions shall not be considered Tax deductions of Covisint or any Covisint Affiliate for purposes of computing the Covisint Separate Tax Liability or Covisint Separate Tax Assets or Taxes related to the Covisint Business.

Related to Covisint Separate Tax Liability

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

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

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • State premium tax liability means any liability

  • 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.

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

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

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

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • 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.

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

  • Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis wherein Holdings or one or more Holdings Affiliates join in the filing of such Tax Return (for any taxable period or portion thereof) with Continental or one or more Continental Affiliates.

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal income taxes (including without limitation Texas franchise taxes) paid or due to be paid during such period.

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends after the Closing Date.

  • 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.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

  • 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.

  • Tax Liabilities means all liabilities for Taxes.

  • Tax Item means any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases or decreases Taxes paid or payable.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.