Distribution Tax-Related Losses definition

Distribution Tax-Related Losses means (a) all Distribution Taxes imposed pursuant to any Final Determination and (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes, in each case, resulting from the failure of the Contribution and the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to qualify for the intended tax treatment as set forth in the Tax Opinions/Rulings.
Distribution Tax-Related Losses means (a) all Distribution Taxes imposed pursuant to any Final Determination and (b) all reasonable out-of-pocket accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes.
Distribution Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including, for the absence of doubt, interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by BGC Partners (or any Affiliate of BGC Partners) or Newmark (or any Affiliate of Newmark) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of (a) the Contribution and the Distribution to have Tax-Free Status or (b) any of the Partnership Divisions to have the Partnership Division Treatment.

Examples of Distribution Tax-Related Losses in a sentence

  • Each Company shall have the right to review the calculation of Distribution Tax-Related Losses prepared by the other Company, including any related workpapers and other supporting documentation.

  • Remainco shall be liable for, and shall indemnify and hold harmless the Spinco Group from and against (x) any liability for Remainco Taxes, (y) any Distribution Tax-Related Losses for which Remainco is responsible pursuant to Section 7.02 and (z) Transfer Taxes for which Remainco is responsible pursuant to Section 2.03.

  • Spinco shall be liable for, and shall indemnify and hold harmless the Remainco Group from and against (x) any liability for Spinco Taxes, (y) any Distribution Tax-Related Losses for which Spinco is responsible pursuant to Section 7.02 and (z) Transfer Taxes for which Spinco is responsible pursuant to Section 2.03.

  • IP RemainCo shall be liable for, and shall indemnify and hold harmless the Product SpinCo Group from and against (i) any liability for IP RemainCo Taxes, and (ii) any Distribution Tax-Related Losses for which IP RemainCo is responsible pursuant to Section 7.04.

  • Houston shall be liable for, and shall indemnify and hold harmless the Seattle Group from and against (x) any liability for Houston Taxes and (y) any Distribution Tax-Related Losses for which Houston is responsible pursuant to Section 7.02.


More Definitions of Distribution Tax-Related Losses

Distribution Tax-Related Losses means (a) all Distribution Taxes imposed pursuant to any Final Determination; (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes; and (c) all reasonable costs and expenses and all damages associated with shareholder litigation or controversies and any amount paid by any CRG Party or Fiesta Party in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Internal Distribution, External Distribution, or any other transaction contemplated by the IRS Ruling or any Tax Opinion to have Tax-Free Status.
Distribution Tax-Related Losses means (a) all Distribution Taxes imposed pursuant to any settlement, Final Determination, judgment or otherwise and (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes, in each case, resulting from the failure of any Separation Transaction or the Merger to qualify for the Intended Tax Treatment.
Distribution Tax-Related Losses means (a) all Distribution Taxes imposed pursuant to any Final Determination; (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes; and (c) all reasonable costs and expenses and all damages associated with shareholder litigation or controversies and any amount paid by any of the NiSource Parties or the Columbia Parties in respect of the liability of shareholders, whether paid to or on behalf of a shareholder or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Distribution or any other transaction contemplated by the Tax Opinions to have Tax-Free Status.
Distribution Tax-Related Losses means (a) all Distribution Taxes imposed pursuant to any Final Determination; (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes; and (c) all reasonable costs and expenses and all damages associated with shareholder litigation or controversies and any amount paid by any member of the HP Group or member of the Enterprise Group in respect of the liability of shareholders, whether paid to shareholder or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution and the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to qualify for intended treatment as tax-free or tax-deferred, in whole or in part.
Distribution Tax-Related Losses means (a) all federal, state, local and foreign Taxes (including, for the absence of doubt, interest and penalties thereon), or reduction in Refund, imposed pursuant to any settlement, Final Determination, judgment or otherwise; (b) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes; and (c) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by EQT (or any Affiliate of EQT) or SpinCo (or any Affiliate of SpinCo) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the First Contribution and the Internal Distribution and the Second Contribution and the External Distribution (and the Debt-for-Equity Exchange, if any) to have Tax-Free Status.
Distribution Tax-Related Losses means (a) all Distribution Taxes imposed pursuant to any Final Determination and (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes, in each case, resulting from the failure of the Contribution and the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to qualify for the intended tax treatment as set forth in the Tax Opinions/Rulings (limited, in the case of those Separation Transactions intended to qualify for such treatment under foreign Law, to the extent set forth on Schedule 2).
Distribution Tax-Related Losses means (a) all Distribution Taxes imposed pursuant to any Final Determination; (b) all reasonable accounting, legal and other professional fees and court costs incurred in connection with such Distribution Taxes; and (c) all reasonable costs and expenses and all damages