Post-IPO Period shall mean the period of time immediately following the occurrence of the effective date of the registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission in connection with an initial public offering of the Companys securities (an IPO).
With respect to any Tax imposed on or attributable to any Group Member for any applicable Pre-IPO Period, Parent may make an Adjustment Request with respect to such Tax, including carrying back a Carryback Item of any Parent Group Member arising in a Post-IPO Period to any Pre-IPO Period.
Safeway shall prepare any Consolidated Return or Combined Return (including any such Tax Returns with respect to a Post-IPO Period that includes Blackhawk as a result of the Section 336(e) Election under the Consolidation Treatment), which Tax Returns shall be governed by Section 2.01; provided that the portion of such Tax Returns related to the Section 336(e) Election shall be exclusively governed by this Section 5.03.
If a Parent Group Member realizes a Tax Benefit upon its utilization of a Tax Asset of a Cal Dive Group Member, Parent shall make a payment to Cal Dive equal to the Tax Benefit realized to the extent such utilized Tax Asset of the Cal Dive Group Member arose or accrued during any Post-IPO Period.
Cal Dive shall be responsible for any and all State Income Taxes, including any adjustment to such State Income Taxes as a result of a Final Determination, that are imposed on or are attributable to any Cal Dive Group Member for any Post-IPO Period.
Notwithstanding Section 4.5(a), if any Cal Dive Group Member is required by applicable Tax Law to carry back a Carryback Item arising in a Post-IPO Period to a Pre-IPO Period, the Companies agree that any Carryback Item of any Parent Group Member that may be carried back to the same Pre-IPO Period shall be deemed to be used before any Carryback Item of any Cal Dive Group Member.