Internal Contribution definition

Internal Contribution has the meaning set forth in the recitals hereto.

Internal Contribution means, with respect to an Internal Distribution, any contribution of assets to the Entity whose shares are distributed in the Internal Distribution, provided that this contribution is contemplated in the Reorganization Step Plan to constitute part of a reorganization described in Section 368(a)(1)(D) of the Code.

Internal Contribution means the deemed contribution of assets to Internal Controlled upon its conversion to a state law corporation, pursuant to the Plan of Reorganization and the Separation and Distribution Agreement.

Examples of Internal Contribution in a sentence

• Neither SpinCo nor any SpinCo Entity shall seek any guidance from the IRS or any other Taxing Authority (whether written, verbal or otherwise) at any time concerning the Restructuring, the Distribution, the Internal Contribution or the Internal Distribution (including the impact of any transaction on the Restructuring, the Distribution, the Internal Contribution or the Internal Distribution, as applicable) without Parent’s prior written consent.

• Duke Energy agrees that it will not take (and it will cause the Duke Energy Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with the treatment of Internal Contribution 1, Internal Distribution 1, Internal Contribution 2, Internal Distribution 2, Internal Contribution 3, Internal Distribution 3, the Contribution or the Distribution as transactions in which no income, gain, or loss is recognized pursuant to section 355 of the Code.

• The Tax Matters Agreement will govern Demand Media’s and Rightside’s respective rights, responsibilities and obligations after the Distribution with respect to Taxes, including ordinary course of business Taxes and Taxes, if any, incurred as a result of any failure of the Internal Contribution, together with the Distribution, to qualify as a transaction that is tax-free for U.S. federal income tax purposes.

• Each of Duke Energy and Spectra Energy represents that, as of the date of this Agreement, neither it nor its Affiliates know of any fact that may cause Internal Contribution 1, Internal Distribution 1, Internal Contribution 2, Internal Distribution 2, Internal Contribution 3, Internal Distribution 3, the Contribution or the Distribution to fail to qualify as transactions in which no income, gain, or loss is recognized pursuant to section 355 of the Code.

• Notwithstanding anything to the contrary herein, the Party in possession of the licensed Software need only furnish a copy of such software in the form in which it existed as of the Internal Contribution Date and in no event shall a Party be required to furnish to the other Party any upgrades, updates, enhancements or other modifications to the licensed Software.

More Definitions of Internal Contribution

Internal Contribution means any internal separation of the SpinCo Assets and SpinCo Liabilities from the Parent Assets and Parent Liabilities (a) held by certain subsidiaries of Parent and (b) in a transaction intended to qualify, for U.S. federal income Tax purposes, as a contribution that is generally tax-free pursuant to Section 351(a) of the Code.

Internal Contribution has the meaning set forth in the Ruling Request.

Internal Contribution means the election of Foreign SpinCo to be treated as a corporation for U.S. federal income tax purposes, as set forth in the Steps Plan.

Internal Contribution shall have the meaning set forth in the Recitals.

Internal Contribution shall have the meaning set forth in Schedule 1.1.

Internal Contribution shall have the meaning set forth in the Separation and Distribution Agreement.

Internal Contribution means the (i) transfer of specified assets by Netgear Ireland to Xxxx Ireland and (ii) issuance by Xxxx Ireland to Netgear Holdings of an amount of stock of Xxxx Ireland equal to the fair market value of the assets transferred pursuant to clause (i), as set forth in Steps 12a and 12b of the Plan of Reorganization and as effected pursuant to the Separation Agreement and Ancillary Agreements.