Section 338(h)(10) Companies definition

Section 338(h)(10) Companies means (a) MSD Consumer Care, Inc., a Delaware corporation, (b) The Coppertone Corporation, a Florida corporation, (c) Merck Retail Ventures, Inc., a Delaware corporation, and (d) Schering-Plough del Caribe, Inc., a New Jersey corporation.
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Section 338(h)(10) Companies has the meaning set forth in Section 9.11(a).
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Examples of Section 338(h)(10) Companies in a sentence

  • In the event that Final Net Working Capital is determined, or another adjustment to the Purchase Price for tax reporting purposes is made under this Agreement or the Employee Matters Agreement, after delivery of the Section 338(h)(10) Allocation Schedule, Buyer and Seller shall cooperate to revise such schedule to take into account the portion of such Final Net Working Capital or such other adjustment to the Purchase Price allocable to the assets of the Section 338(h)(10) Companies.

  • This Section 6.7 shall not apply to any Section 338(h)(10) Companies and shall not apply to any transaction with respect to which substantially all of the gain recognized is not subject to United States federal income Tax.

  • The representation set forth in Section 3.2(h) shall survive until the expiration of the applicable statute of limitations for the 2007 tax years of each of the Section 338(h)(10) Companies (giving effect to any valid extensions, waivers, and tolling periods that would extend such statute of limitations), but, in no event, shall survive beyond the date that is exactly five (5) years after the date on which the Tax Return for the 2007 tax years of each of the Section 338(h)(10) Companies was filed.

  • The parties agree that the Purchase Price, and the assumed liabilities will be allocated to the assets of the Section 338(h)(10) Companies in a manner consistent with Sections 338 and 338(h)(10) of the Code and the Treasury Regulations promulgated thereunder.

  • All such Tax Returns (other than Income Tax Returns of any of the Section 338(h)(10) Companies) shall be prepared and filed in a manner consistent with the past practice of the Companies and their Subsidiaries, to the extent permitted by Law.

  • Within ninety (90) days following the Closing Date, Buyer shall (i) draft a schedule allocating the deemed sales price of the assets of the Section 338(h)(10) Companies resulting from the Section 338(h)(10) Elections among such assets (the “Section 338(h)(10) Allocation Schedule”) and (ii) deliver such Section 338(h)(10) Allocation Schedule to Seller for Seller’s review.

  • Purchaser shall determine the value of the assets of the Section 338(h)(10) Companies and shall at least 60 days prior to the due date for filing any form with respect to the allocation provide Seller with an allocation of the Purchaser's (or its Affiliates') "adjusted grossed-up basis" (within the meaning of the Treasury Regulations under Section 338 of the Code) in the shares of the Section 338(h)(10) Companies to the assets of the Section 338(h)(10) Companies (the "Initial Allocation").

Related to Section 338(h)(10) Companies

  • Section 338 Forms means all returns, documents, statements, and other forms that are required to be submitted to any federal, state, local or foreign Taxing authority in connection with a Section 338(h)(10) Election, including, without limitation, any "statement of Section 338 Election" and IRS Form 8023 (together with any schedules or attachments thereto) that are required pursuant to Treasury regulations.

  • Section 336(e) Election has the meaning set forth in Section 7.06.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Target Companies means the Company and its Subsidiaries.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • PJM Entities means PJM, including the Market Monitoring Unit, the PJM Board, and PJM’s officers, employees, representatives, advisors, contractors, and consultants. PJM Interchange:

  • Tax Returns The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • taxable territory means the territory to which the provisions of this Act apply;

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Taxable REIT Subsidiary means a “taxable REIT subsidiary” within the meaning of Section 856(l) of the Code.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Affiliated Group means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.

  • Transferred Subsidiaries shall have the meaning set forth in the Recitals.