Spin-Off Taxes definition

Spin-Off Taxes means any Taxes or other Liabilities incurred solely as a result of the failure of the Tax-Free Status of the Transactions.

Spin-Off Taxes means any Taxes incurred by or imposed on GenCorp or OMNOVA (or their respective Affiliates) resulting from the Spin-off and any disposition of stock or assets undertaken to separate the OMNOVA Group from the GenCorp Group, in accordance with the terms of the Distribution Agreement.

Spin-Off Taxes means all Taxes attributable to the failure of the Spinoff to have tax free status.

Examples of Spin-Off Taxes in a sentence

• Stockholder shall have the right to control the conduct of any such Tax Claim (other than a Tax Claim with respect to Spin-Off Taxes) for the period of time during which any Indemnity Escrow Amount remains in the Indemnity Escrow Account.

• If a Tax Claim is initiated by any taxing authority with respect to Spin-Off Taxes, Stockholder and Parent shall jointly control the conduct of such Tax Claim.

• Belo or its Affiliates taken after the Distribution (other than acts or omissions that are (x) in the ordinary course of business, (y) otherwise contemplated by the Separation and Distribution Agreement or any Ancillary Agreement or (z) specifically addressed in Section 2.02, below, which shall govern liability for Spin-Off Taxes).

• Belo shall be liable, and shall indemnify the Belo Group, for any Spin-Off Taxes that are attributable to (i) any inaccurate statement or representation of fact or intent (or omission to state a material fact) in a letter or certificate that is provided by any member of the A.

• To the extent that the imposition of any Spin-Off Taxes (other than as a result of the recognition of any Spin-Off Tax Items) or the recognition of any Spin-Off Tax Items is directly attributable to Navient’s breach of any covenant or negative covenant in Article VIII, such Spin-Off Taxes or Spin-Off Tax Items, as the case may be, shall be treated as Taxes or Tax Items of, and allocated to, the Navient Group (and not the SLM BankCo Group) for purposes of applying the Separate Return Method.

More Definitions of Spin-Off Taxes

Spin-Off Taxes means all (i) Taxes of any member of the Belo Group or the A. H. Belo Group resulting from, or arising in connection with, the failure of the Related Reorganizations, Contribution or the Distribution to have Tax-Free Status, (ii) Taxes of the type described in clause (i) of any third party for which any member of the Belo Group or the A. H. Belo Group is or becomes liable, and (iii) reasonable out of pocket legal, accounting and other advisory and court fees in connection with liability for Taxes described in clauses (i) or (ii).

Spin-Off Taxes means any Taxes imposed on the Parent Group (including the SpinCo Group) as a result of, in connection with or relating to the Spin-Off (including the Separation and the Distribution).

Spin-Off Taxes means any Taxes imposed on Clearwater or any Potlatch Entity resulting from, or arising in connection with, the failure of the Internal Spin-off or the Public Spin-off to be tax-free to such party under section 355 and section 368(a)(1)(D) of the Code, as the case may be (including, without limitation, any Tax resulting from the application of section 355(d) or section 355(e) of the Code) or corresponding provisions of the laws of any other jurisdictions, including any REIT Failure Taxes. Each Tax referred to in the immediately preceding sentence shall be determined using the highest marginal federal and state corporate Income Tax rate for the relevant taxable period (or portion thereof).

Spin-Off Taxes means any and all Taxes (including any interest, additions to tax, or penalties applicable thereto) imposed on Citigroup or any Includible Member of the Citigroup Affiliated Group arising in connection with the failure of the Distributions to qualify under section 355(a) and (c) or, if applicable, section 361(c) of the Code, or the application of section 355(e) of the Code to any of the Distributions.

Spin-Off Taxes means all (i) Taxes of any member of the NOV Group or the SpinCo Group resulting from, or arising in connection with, the failure of any Spin-Off to have Tax-Free Status, (ii) Taxes of the type described in clause (i) of any third party for which any member of the NOV Group or the SpinCo Group is or becomes liable, and (iii) reasonable out of pocket legal, accounting and other advisory and court fees in connection with liability for Taxes described in clauses (i) or (ii).

Spin-Off Taxes means any Taxes of the SLM group, SLM BankCo Group or Navient Group or any of their respective members resulting from the Reorganization, Internal Contribution, External Contribution, Internal Spin-Off or External Spin-Off, or the contribution of all of the outstanding capital stock of Private ServiceCo to Xxxxxx Xxx Bank (pursuant to Section 2.1(q) of the Separation Agreement), excluding any Taxes resulting from any Bank Loan Sale.

Spin-Off Taxes means any Taxes that are not attributable to a Prohibited Event and that are attributable to (i) the Restructuring, the Flowco Asset Transfer, the Distribution or the Deconsolidation or (ii) the settlement of any intercompany receivable, payable, loan or other account between any Flowco Entity and any Infrastructurco Entity pursuant to Section 2.4 of the Separation Agreement.