Post-Distribution Parent Group means, collectively, Parent, and each other corporation that is or becomes a member of an Affiliated Group with respect to which Parent is or would be the common parent at any time after the Distribution Effective Time. To the extent applicable to any state or local Income Tax matters, the "Post-Distribution Parent Group" shall include all corporations joining in the filing of a consolidated, unitary or combined Income Tax Return for the state or local Tax Authority in question for any Straddle Period or Post-Distribution Taxable Period.
Examples of Post-Distribution Parent Group in a sentence
Subsidiary hereby expressly agrees (on its behalf and on behalf of all Subsidiary Members and successors thereto) that Parent or any other member of the Post-Distribution Parent Group may retain any cash refund or reduction of a Tax Liability or any other Tax Benefit obtained by Parent or any other member of the Post-Distribution Parent Group as a result of any such carryback, without compensation to Subsidiary or any Subsidiary Member.
Subsidiary (or Parent, as the case may be) shall notify Parent (or Subsidiary) of any Taxes paid by the Subsidiary Group or any Subsidiary Member (or the Post-Distribution Parent Group or any Post-Distribution Parent Member) that are subject to indemnification under this Section 10.13; provided, however, that no Tax Liability of $10,000 or less in the aggregate shall in any event be indemnified hereunder.
Parent shall prepare and timely file (or cause to be prepared and timely filed): (i) all Tax Returns of the Pre-Distribution Group and any Pre-Distribution Member (other than such Returns that relate solely to Subsidiary) for all Pre-Distribution Taxable Periods that are required to be filed either before or after the Distribution Date; and (ii) all Tax Returns of the Post-Distribution Parent Group and any Post-Distribution Member for all Straddle Periods and Post-Distribution Taxable Periods.
Parent hereby agrees to take any action or make any election reasonably required to permit Subsidiary and the Subsidiary Members to utilize any Carry-forwards attributable solely to Subsidiary; provided, however, that no such action or election shall be required if it would adversely affect in any way the Income Tax Liabilities of the Post-Distribution Parent Group or any Post-Distribution Member for any Taxable Year.
Subsidiary shall indemnify, defend and hold Parent, the Post-Distribution Parent Group and the Post-Distribution Members harmless (on an After-Tax Basis) against each and every Liability for any and all Taxes for which Subsidiary is ultimately liable under Section 10.07.