Spinoff Taxes definition

Spinoff Taxes means any Taxes, including any Transfer Taxes as well as Taxes resulting from the election under Code §336(e) that SpinCo may make, imposed on any of the Parties (including Linn subsidiaries) or Roan Resources as a direct or indirect result of the Spinoff, which shall be computed without regard to the effect or offset of any Tax attributes arising from the Roan Business or the business or operations of Linn and the Linn subsidiaries for any Post-Spin Period or any portion of the Straddle Period occurring after the Spinoff.
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Spinoff Taxes means all Taxes attributable to the failure of the Spinoff to have tax free status.
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Spinoff Taxes means any Taxes for which the Company or any of its subsidiaries or affiliates is or becomes liable in connection with the Spinoff, including as a result of the Spinoff failing to qualify as a transaction described in Section 355 of the Code (it being understood that the Spinoff will be taxable to the Company by reason of Section 355(e) of the Code), any and all professional fees incurred in connection with any of the foregoing, and net additional Taxes (taking into account any Tax benefit received by Parent) from the payment of Spinoff Taxes or such fees, if any resulting from the receipt of any indemnity payments with respect thereto pursuant to Article 7;
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Examples of Spinoff Taxes in a sentence

  • By no later than five (5) days prior to the due date for the filing of the IRS Form 8937 required to be filed by SpinCo pursuant to Section 2.1(b)(i) , SpinCo shall provide to Linn or remit to Linn the following: (i) a full and complete copy of such IRS Form 8937 that SpinCo intends to file with the IRS, (ii)information that reflects in reasonable detail and accuracy the amount of the Spinoff Taxes owing from SpinCo to Linn, and (iii) readily available funds in an amount equal to the Spinoff Taxes.

  • Except as otherwise provided in Section 5.02 of the Distribution Agreement, GenCorp shall be liable for, and shall indemnify and hold the OMNOVA Group harmless from all Spin-off Taxes.

  • The liability for all other Non-Income Spin-off Taxes shall be borne by the Potlatch Entities.

  • Clearwater may assume sole control of any Audits relating to Spin-off Taxes if it acknowledges in writing that it has sole liability for any Spin-off Taxes that might arise in such Audit.

  • If Spin-off Taxes are imposed and no Party bears responsibility for the imposition of such taxes under Section 4.1(c), then Clearwater shall be liable for twenty percent (20%) of such Spin-off Taxes pursuant to Section 4.1(a) or 4.1(b), and the Potlatch Entities shall be liable for eighty percent (80%), of such Spin-off Taxes pursuant to Section 4.1(a) or 4.1(b).

  • Potlatch shall have the exclusive right and sole discretion to control, contest, and represent the interests of any Party in any Audits relating to Spin-off Taxes and to resolve, settle or agree to any deficiency, claim or adjustment proposed, asserted or assessed in connection with or as a result of any such Audit.

  • The liability for any Non-Income Spin-off Taxes shall be borne by Clearwater only if such liability arises with respect to the Pre-Spin Refinancing.

  • Except as otherwise provided in Section 5.02(c) of the Distribution Agreement, GenCorp shall be liable for, and shall indemnify and hold the OMNOVA Group harmless from all Spin-off Taxes.

  • Prior to or following the Closing, Parent may engage such professional tax advisors as it deems appropriate to determine whether the Spinoff qualifies for treatment as described in Section 2.13(f), and all reasonable fees and expenses of such advisors shall be treated as Spinoff Taxes.

  • Section 1.6662-4(d)(2) (it being understood that such standard shall be applied whether or not the underlying Tax Return is a Tax Return with respect to income taxes), (ii) such reporting position is not inconsistent with the prior practice of the Company or any relevant Subsidiary (unless otherwise required by Law) and (iii) where applicable, such reporting position is consistent with the positions taken by the Company to estimate Spinoff Taxes as set forth in Schedule 4.8(m) of the Disclosure Schedule.

Related to Spinoff Taxes

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • Payroll Taxes means State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contributions Act (“FICA”).

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • 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.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • 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.

  • Tax Liabilities means all liabilities for Taxes.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).

  • Canadian Taxes has the meaning specified in Section 11.05.

  • 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.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.