Definition of Pre-Closing Contributed Subsidiary Tax Liability

  1. Pre-Closing Contributed Subsidiary Tax Liability means, with respect to each Contributed Subsidiary, (i) any Taxes that Newco or any Contributed Subsidiary may incur or may otherwise be liable for in relation to the transfer of all of the issued and outstanding equity interests of such Contributed Subsidiary to such Person, (ii) all Taxes (or the nonpayment thereof) of such Contributed Subsidiary for any Pre-Closing Tax Period and any Pre-Closing Straddle Period; (iii) all Taxes of any member of an affiliated, combined or unitary group of which such Contributed Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; (iv) any and all Taxes of any Person imposed on such Contributed Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; or (v) any Taxes imposed under Section 1062.11(a)(2)(A) of the 2011 Internal Revenue Code of Puerto Rico on Oracle Puerto Rico as a result of a distribution under Article V of the Oracle Puerto Rico Charter of excess cash in the amount of $20,000,000 existing at Closing.(l)The following definitions are hereby inserted into Article X of the Master Agreement in alphabetical order within the existing set of definitions in Article X:

Definition of Pre-Closing Contributed Subsidiary Tax Liability in Master Agreement

Pre-Closing Contributed Subsidiary Tax Liability means, with respect to each Contributed Subsidiary, (i) any Taxes that Newco or any Contributed Subsidiary may incur or may otherwise be liable for in relation to the transfer of all of the issued and outstanding equity interests of such Contributed Subsidiary to such Person, (ii) all Taxes (or the nonpayment thereof) of such Contributed Subsidiary for any Pre-Closing Tax Period and any Pre-Closing Straddle Period; (iii) all Taxes of any member of an affiliated, combined or unitary group of which such Contributed Subsidiary is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law; (iv) any and all Taxes of any Person imposed on such Contributed Subsidiary as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; or (v) any Taxes imposed under Section 1062.11(a)(2)(A) of the 2011 Internal Revenue Code of Puerto Rico on Oracle Puerto Rico as a result of a distribution under Article V of the Oracle Puerto Rico Charter of excess cash in the amount of $20,000,000 existing at Closing.(l)The following definitions are hereby inserted into Article X of the Master Agreement in alphabetical order within the existing set of definitions in Article X: