Xcel Separate Return means any Separate Return of Xcel or an Xcel Affiliated Company.
SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.
Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.
Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.
Current Return means the minimum fair combined rate of return on common equity required for
Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination) or unitary basis wherein Holdings or one or more Holdings Affiliates join in the filing of such Tax Return (for any taxable period or portion thereof) with Continental or one or more Continental Affiliates.
valid return means a return furnished under sub-section (1) of section 39 on which self-assessed tax has been paid in full;
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.
SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.
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.
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.
Air gap separation means the unobstructed vertical distance through the free atmosphere between the lowest opening from any pipe or faucet supplying water to a tank, plumbing fixture, or other device and the flood level rim of the receptacle.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Tax Package shall have the meaning set forth in Section 5.5.
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.
Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Taxable Period means any taxable year or any other period that is treated as a taxable year with respect to which any Tax may be imposed under any applicable statute, rule or regulation.
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.
SpinCo shall have the meaning set forth in the Preamble.
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Tax Distribution Date has the meaning set forth in Section 4.01(b)(i).
Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.