Responsible Company definition
Responsible Company means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.
Responsible Company means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement. "RESTRUCTURING TAX" means the Taxes described in Sections 2.06(a)(ii) or 2.06(a)(iii) (relating to Tax resulting from any income or gain recognized as a result of the Transactions). "RULING REQUEST" means the letter filed by Tenneco with the Internal Revenue Service requesting a ruling from the Internal Revenue Service regarding certain tax consequences of the Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter. "SEPARATE COMPANY TAX" means any Tax computed by reference to the assets and activities of a member or members of a single Group. "SHIPBUILDING ADJUSTMENT" means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent Shipbuilding Company would be exclusively liable for any resulting Tax under this Agreement and exclusively entitled to receive any resulting Tax Benefit under this Agreement. "SHIPBUILDING COMPANY" means Newport News Shipbuilding Inc. (formerly known as Tenneco InterAmerica Inc.), a Delaware corporation, and any successor. "SHIPBUILDING GROUP" means Shipbuilding Company and its Affiliates as determined immediately after the Distributions, modified as provided in Section 18. "STRADDLE PERIOD" means any Tax Period that begins on or before and ends after the Distribution Date. 4
Responsible Company means the Company having responsibility for preparing and filing the relevant Combined US State and Local Tax Return pursuant to Section 3.02;
Examples of Responsible Company in a sentence
In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination; provided that Spinco shall not be required to pay any Tax that is attributable to a date that is prior to the Cut Off Date.
Any Adjustment Request which Parent consents to make under this Section 4.07 shall be prepared and filed by the Responsible Company for the Tax Return to be adjusted.
The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).
The Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 4.04 relating to consistent accounting practices, as applicable) with respect to such Tax Return on such Payment Date.
Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and, to the extent practicable, in sufficient time for the Responsible Company to timely file such Tax Returns.
More Definitions of Responsible Company
Responsible Company means, with respect to any Tax Return, the Party having responsibility for preparing and filing such Tax Return pursuant to this Agreement.
Responsible Company means, with respect to any Tax Return, the Company having responsibility for preparing such Tax Return under this
Responsible Company means, with respect to any Tax Return, the Company (or member of the Remainco Group or Spinco Group, as applicable) having responsibility for preparing and filing such Tax Return under this Agreement. “Retention Date” shall have the meaning set forth in Section 7.01. “Second Step Merger” shall have the meaning set forth in the Separation Agreement. “Separation” shall have the meaning set forth in the Separation Agreement. “Separation Agreement” shall have the meaning set forth in the Recitals. “Single Business Tax Return” means any Tax Return including any consolidated, combined or unitary Tax Return that reflects or reports Tax Items relating only to the Remainco Retained Business, on the one hand, or the Spinco Business, on the other (but not both). “Spinco” shall have the meaning set forth in the Preamble. “Spinco Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent a member of the Spinco Group would be solely responsible for any resulting Tax or solely entitled to receive any resulting refund under this Agreement. “Spinco Business” shall have the meaning set forth in the Separation Agreement. “Spinco Common Stock” shall have the meaning set forth in the Separation Agreement.
Responsible Company means, with respect to any Tax Return, the Company having responsibility for filing such Tax Return. “Restriction Period” shall mean the period beginning on the date hereof and ending on the two-year anniversary of the Distribution. “Retention Date” shall have the meaning set forth in Section 9.01.
Responsible Company means, with respect to any Tax Return, the Company having responsibility for preparing such Tax Return under this Agreement. “Restriction Period” means the period beginning on the date hereof and ending on (and including) the two-year anniversary of the Distribution Date. “Retention Date” has the meaning set forth in Section 8.01. “Section 336(e) Election” has the meaning set forth in Section 6.05(a). “Separate Return” means (a) in the case of any Tax Return of any member of the Adient Group (including any consolidated, affiliated, combined, unitary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity)), any such Tax Return that does not include any member of the ▇▇▇▇▇▇▇ Controls Group and (b) in the case of any Tax Return of any member of the ▇▇▇▇▇▇▇ Controls Group (including any consolidated, affiliated, combined, uni- tary, group or other similar Tax Return (including a Tax Return with respect to a profit and/or loss sharing group (e.g., UK group relief), group payment or similar group or fiscal unity)), any such Tax Return that does not include any member of the Adient Group. “Separation” means the separation of the Adient Business from the ▇▇▇▇▇▇▇ Con- trols Business. “Separation and Distribution Agreement” has the meaning set forth in the Recit- als. “Separation Related Tax Contest” means any Tax Contest in which the IRS, an- other Tax Authority or any other party asserts a position that could reasonably be expected to adversely affect, jeopardize or prevent (a) the Tax-Free Status of any of the Old ▇▇▇▇▇▇▇ Con- trols Internal Distributions (and, where applicable, the related Old ▇▇▇▇▇▇▇ Controls Internal Contribution), (b) a relevant entity, instrument or Separation Transaction (other than a Separation Transaction described in clause (a)) to have the tax-free or other tax treatment described in the Tax Treatment Schedule or Separation Step Plan, or (c) the Unrestricted Inversion Status of the Tyco Merger. “Separation Step Plan” means the global plan of reorganization setting forth the specific transactions undertaken in anticipation and furtherance of the Separation, attached as Schedule 2.1
Responsible Company means, with respect to any Tax Return, the Company (or member of the Remainco Group or Spinco Group, as applicable) having responsibility for preparing and filing such Tax Return under this Agreement.