External Distributing Group definition
Examples of External Distributing Group in a sentence
If any member of the External Distributing Group remits a payment to a Tax Authority for Taxes for which External SpinCo is wholly or partially liable under this Agreement, External SpinCo shall remit the amount for which it is liable pursuant to Section 2 to External Distributing within thirty days after receiving notification requesting such amount.
External Distributing shall provide to External SpinCo, and External SpinCo shall provide to External Distributing, any information about members of the External Distributing Group or the External SpinCo Group, respectively, which the party receiving such information reasonably needs to properly and timely file all Separate Returns pursuant to Sections 3.2(a) or (b).
External Distributing shall determine in accordance with applicable Tax Laws the allocation of any applicable Tax Items (e.g., net operating loss, net capital loss, investment Tax credit, foreign Tax credit, research and experimentation credit, charitable deduction, or credit related to alternative minimum Tax) as of the Effective Time among External Distributing, each other External Distributing Group member, External SpinCo, and each other External SpinCo Group member.
Notwithstanding the previous sentence, External SpinCo may not take, and shall cause the members of the External SpinCo Group not to take (including, without limitation, any such members formed after the date hereof in anticipation of the External Distribution), any position in a Tax Contest that it knows, or reasonably should know, would have a material adverse effect on any member of the External Distributing Group.
When appropriate under the circumstances to reflect the underlying liability for a Tax or entitlement to a Tax refund or Tax Benefit, a payment which is required to be made by or to External Distributing or External SpinCo may be made by or to another member of the External Distributing Group or the External SpinCo Group, as appropriate, but nothing in this Section 4.5 shall relieve External Distributing or External SpinCo of its obligations under this Agreement.
This taxable income includes gain from a sale by the Mexican Maquilas of certain assets relating to the External Distributing Business to members of the External Distributing Group (such sale, the “Mexican Sale”) in preparation for the External Distribution.
The foreign source income of the members of the External Distributing Group for 2014 is less than the amount needed for External SpinCo to take into account the $130x of foreign tax credits that are allocated to External Distributing.
The $150x of consolidated taxable income attributable to the External Distributing Group and the $50x of consolidated taxable income attributable to the External SpinCo Group in each case includes deductions.
The External Distributing Group shall handle the audit of ForeignCo pursuant to Section 7.2(a) and any Tax Contest that may result therefrom at its own expense.
If any member of the External Distributing Group determines that it is required under applicable Tax Law to withhold Taxes that are allocated to External SpinCo under Section 2.2 in respect of any payment directly or indirectly made by such member of the External Distributing Group to a member of the External SpinCo Group, External SpinCo shall be deemed to have made payment of such Taxes to External Distributing for purposes of Section 4.2(a) to the extent of such withholdings.