Pre-Distribution Period definition
Examples of Pre-Distribution Period in a sentence
For purposes of this Section 2.03, in the case of any Straddle Period, (i) Taxes and exemptions, allowances or deductions that are calculated on an annualized basis shall be apportioned between the Pre-Distribution Period and the Post-Distribution Period on a daily pro rata basis and (ii) all other Taxes shall be apportioned between the Pre-Distribution Period and the Post-Distribution Period on a closing of the books basis as of the close of business on the Distribution Date.
To the extent unpaid as of the date of this Agreement, except to the extent otherwise allocated pursuant to Section 2.03(a), and whether arising in a Pre-Distribution Period or a Post-Distribution Period, (i) Parent shall be responsible for any and all State Other Taxes attributable to the Parent Business and (ii) Spinco shall be responsible for any and all State Other Taxes attributable to the Spinco Business.
Spinco agrees to provide Parent with prior written notice of any change in accounting methods, elections or conventions with respect to any taxable period beginning after the Distribution Date to the extent items reported on such Tax Return might reasonably be expected to affect items reported on any Tax Return for any Pre-Distribution Period.
For any Pre-Distribution Period that is prior to the effective date of the Contribution (as defined in the Separation and Distribution Agreement), Federal Taxes with respect to any Pre-Distribution Period shall be allocated between Parent and Spinco in accordance with the principles of Treasury Regulation Section 1.1502-76(b) as reasonably interpreted and applied by the Companies.
At Parent’s request, Spinco shall prepare or cause to be prepared the portions of the Tax Returns which Parent is required to prepare and file under Section 4.02 that relate to Spinco and/or the Spinco Business with respect to any Pre-Distribution Period and timely provide such portions of such Tax Returns to Parent.