Tax Sharing Arrangement definition

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Tax Sharing Arrangement means any written or unwritten agreement or ----------------------- arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which Tax Return includes the Company.

Examples of Tax Sharing Arrangement in a sentence

Any Tax Sharing Arrangement entered into by Seller or any Affiliate of Seller, on the one hand, and the Company, on the other hand, shall be terminated as to the Company on or prior to the Closing, and after the Closing the Company shall not have any liability thereunder.
Seller shall cause the provisions of any Tax Sharing Arrangement between any IPC Company, on the one hand, and Seller or any of its Affiliates (other than any IPC Company), on the other hand, to be terminated as of the Closing Date, and any such Tax sharing Arrangements shall have no further effect for any taxable year or period (whether current, future or past), except to the extent of Non-Income Tax liabilities included in the calculation of Final Adjusted Working Capital.
Any Tax Sharing Arrangement entered into by Sellers or any Affiliate of Sellers, on the one hand, and the Transferred Entities or any Subsidiary, on the other hand, shall be terminated as to the Transferred Entities and each Subsidiary on or prior to the Relevant Closing, and after the Relevant Closing neither the Transferred Entities nor any Subsidiary shall have any liability thereunder.
Any Tax Sharing Arrangement entered into by the Member or any Affiliate of the Member, on the one hand, and a Group Company, on the other hand, shall be terminated as to the Group Companies on or prior to the Closing, and after the Closing the Group Companies shall not have any Liability thereunder.
The Enterprises Tax Sharing Arrangement shall have been terminated and each of TPIR, TPIE, TPII and the TPIR Subsidiaries shall have been released and discharged from any liabilities or obligations thereunder.

More Definitions of Tax Sharing Arrangement

Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for tax benefits.

Tax Sharing Arrangement means any agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which Tax Return includes the Company.

Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which Tax Return includes the Acquired Company. "Threatened" -- a claim, Proceeding, dispute, action, or other matter will be deemed to have been "Threatened" if any demand or statement has been made (orally or in writing to a Person's directors or officers) or any notice has been given (orally or in writing to a Person's directors or officers), that such a claim, Proceeding, dispute, action, or other matter is likely to be asserted, commenced, taken, or otherwise pursued in the future.

Tax Sharing Arrangement means any written or unwritten agreement or arrangement providing for the allocation or payment of Tax liabilities or payment for Tax benefits between or among members of any group of corporations filing Tax Returns that files, will file, or has filed Tax Returns on a combined, consolidated or unitary basis. “Tax Statement” has the meaning assigned for such term in Section 11.1(b) hereof. “Taxing Authority” means the IRS and any other Governmental Body responsible for the administration of any Tax. “Technology” means, collectively, all trade secrets, information, designs, formulae, algorithms, procedures, methods, concepts, techniques, ideas, know-how, research and development, technical data, models, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), customer lists, supplier lists, business plans, apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology. “Termination Date” has the meaning assigned for such term in Section 4.2 hereof. “Transaction Expenses” means, except as otherwise expressly set forth in this Agreement, the aggregate amount of all fees and expenses incurred by or on behalf of the Company, any of the Subsidiaries or the Equity Holder Representative, or for which any of them is liable, in connection with, related to or arising from the negotiation, preparation and consummation of this Agreement or the transactions contemplated hereby, including (a) all investment banking fees, commissions, advisory fees, legal fees and accounting fees, including any fees and expenses of (i) A&P, (ii) OMM, (iii) ACAS and its Affiliates with respect to legal work performed by employees of ACAS and its Affiliates, (iv) Moelis, (v) ACAS, including under the Investment Banking Agreement and all accrued and unpaid fees thereunder, and (vi) other advisers to ACAS in connection with the transactions contemplated hereby, (b) all bonuses or change of control payments or benefits, made or provided, or payable to any of the directors, officers, other employees or independent contractors of the Company or any Subsidiary in connection with the execution of this Agreement or the consummation of the transactions contemplated herein, (c) ...

Tax Sharing Arrangement as defined in Section 12.1(a)(v). ------------------------- "TAXES" - any federal, state, local and foreign tax (including without ----- limitation any income or franchise tax or tax in lieu thereof (such as a tax on capital), capital gains tax, value added tax, sales or use tax, gift tax, real estate tax, real estate or other transfer tax, excise tax or property tax), levy, tariff duty (including customs duty), payroll, withholding, FICA or similar tax, the Alternative Minimum Tax, and any deficiency, fee, interest, penalty or other charge related thereto imposed by any Governmental Body.

Tax Sharing Arrangement means any agreement or arrangement providing for the allocation or payment of Tax liabilities or for Tax benefits between or among members of any group of corporations that files, will file, or has filed Tax Returns on a combined, consolidated or unitary basis (other than Contracts entered into in the ordinary course of business, the primary purpose is not related to Taxes). “Taxing Authority” means the IRS and any other domestic or foreign Governmental Entity responsible for the administration of any Taxes. “Termination Fee” means an amount equal to $49,000,000. “Transaction Accounting Principles” means the accounting principles, practices, methodologies and policies set forth on Exhibit B. “Transaction Documents” means this Agreement, the Transition Services Agreement, the Nominee Agreement (Changzhou) (if applicable), the Nominee Agreement (Shanghai) (if applicable), the Equity Commitment Letter and the Confidentiality Agreement.