SpinCo Separate Tax Return definition

SpinCo Separate Tax Return means any Tax Return that is filed or required to be filed by, or with respect to, any member of the SpinCo Group that is not a Combined Tax Return.
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SpinCo Separate Tax Return means any Tax Return that is (i) required under applicable Law to be filed by any member of the SpinCo Group, and that does not include any member of the Ensign Group, for a Pre-Distribution Period or a Straddle Period or (ii) identified on Schedule A, in each case, whether or not such Tax Return is timely filed.
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SpinCo Separate Tax Return means any Separate Return required to be filed by any member of the SpinCo Group. “ SpinCo Tax Proceeding ” has the meaning set forth in Section 7.02(a).
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Examples of SpinCo Separate Tax Return in a sentence

  • The Company shall be allocated all Taxes reported, or required to be reported, on (x) a Company Separate Tax Return, (y) a SpinCo Separate Tax Return with respect to a Pre-Distribution Period or (z) any SpinCo Separate Tax Return or a Tax Return of a member of the Parent Group to the extent attributable to, resulting from or arising in connection with a Specified SpinCo Pre-Closing Tax Matter.

  • With respect to any SpinCo Separate Tax Return for which Parent is responsible pursuant to this Agreement, Parent and the other members of the Parent Group shall include all Tax Items in such SpinCo Separate Tax Return in a manner that is consistent with the inclusion of such Tax Items in any related Tax Return for which the Company is responsible to the extent such Tax Items are allocated in accordance with this Agreement.

  • SpinCo shall be allocated all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return with respect to a Post-Distribution Period, other than to the extent attributable to, resulting from or arising in connection with a Specified SpinCo Pre- Closing Tax Matter.

  • With respect to any SpinCo Separate Tax Return for which Acquiror is responsible pursuant to this Agreement, Acquiror and the other members of the Acquiror Group shall include such Tax Items in such SpinCo Separate Tax Return in a manner that is consistent with the inclusion of such Tax Items in any related Tax Return for which Parent is responsible to the extent such Tax Items are allocated in accordance with this Agreement.

  • Parent shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns that are not described in Section 5(b)(i); provided, however, that Parent shall cause to be made, on each SpinCo Separate Tax Return on which SpinCo Subpart F Taxes under Section 965(a) of the Code are reported (or required to be reported), the election described in Section 965(h) of the Code.

  • Notwithstanding anything herein to the contrary, SpinCo shall not make or cause to be made a change in method of accounting for U.S. federal, state, local or non-U.S. tax purposes with respect to a Pre-Distribution Tax Period or a Straddle Period without the prior written consent of RemainCo (not to be unreasonably withheld, conditioned or delayed) other than with respect to Taxes reflected (or to be reflected) exclusively on a SpinCo Separate Tax Return.

  • Parent shall prepare and file (or cause to be prepared and filed) all SpinCo Separate Tax Returns that are not described in Section 5(b)(i); provided , however , that Parent shall cause to be made, on each SpinCo Separate Tax Return on which SpinCo Subpart F Taxes under Section 965(a) of the Code are reported (or required to be reported), the election described in Section 965(h) of the Code.

  • Notwithstanding the immediately preceding sentence, any such Combined Tax Return, Parent Separate Tax Return or SpinCo Separate Tax Return shall, to the extent relating to SpinCo, any SpinCo Entity or the activities or assets of the SpinCo Business, be prepared in good faith.

  • SpinCo shall be allocated all Taxes reported, or required to be reported, on a SpinCo Separate Tax Return with respect to a Post-Distribution Period, other than to the extent attributable to, resulting from or arising in connection with a Specified SpinCo Pre-Closing Tax Matter.

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Related to SpinCo Separate Tax Return

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo 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.

  • 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 period beginning and ending after the Distribution Date.

  • 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 has the meaning set forth in Section 7.06(h)(iii).

  • 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.

  • 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.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • 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.

  • Combined Return means any Tax Return (other than a Tax Return for U.S. 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 that includes activities of any member of the Anadarko Group and any member of the Partnership Group.

  • Straddle Tax Period means any taxable period beginning on or before and ending after the Closing Date.

  • Joint Return means one return made jointly by a married individual with that individual's spouse.

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • SpinCo shall have the meaning set forth in the Preamble.

  • Taxable Period means any taxable year or 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.

  • Consolidated Return means a Tax Return filed with respect to Federal Income Taxes for the Consolidated Group.

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Straddle Period means any Tax period beginning before or on and ending after the Closing Date.

  • Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.

  • 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.”

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

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.