IRS means the Internal Revenue Service or any successor thereto, including its agents, representatives, and attorneys.
Outdoor Products and Accessories Business has the meaning set forth in the Separation Agreement.
Party has the meaning set forth in the preamble to this Agreement.
Person has the meaning set forth in Section 7701(a)(1) of the Code.
Post-Distribution Period means any taxable period (or portion thereof) beginning after the Distribution Date.
Pre-Distribution Period means any taxable period (or portion thereof) ending on or before the Distribution Date.
Separation Agreement has the meaning set forth in the recitals to this Agreement.
Separation Taxes means any income Taxes (other than Transaction Taxes) that arise in connection with the Contribution or the Distribution. For the avoidance of doubt, Separation Taxes shall include, without limitation, any federal, state, or local income Taxes arising out of deferred intercompany gains recognized pursuant to Treasury Regulations Section 1.1502-13.
SWBI has the meaning set forth in the preamble to this Agreement.
SWBI Equity Awards has the meaning set forth in the Employee Matters Agreement.
SWBI Group has the meaning set forth in the Separation Agreement.
SWBI Separate Tax Return means any Tax Return that is required to be filed by, or with respect to, a member of the SWBI Group that is not a Combined Tax Return.
SWBI Tax Representation Letter means the tax representation letter from SWBI addressed to the Tax Advisor dated July 1, 2020, supporting the Tax Opinion.
Tax means (i) all taxes, charges, fees, duties, levies, imposts, or other similar assessments, imposed by any federal, state or local or foreign governmental authority, including income, gross receipts, excise, property, sales, use, license, capital stock, transfer, franchise, payroll, withholding, social security, value added, real property transfer, intangible, recordation, registration, documentary, stamp and other taxes of any kind whatsoever, and (ii) any interest, penalties or additions attributable thereto.
Tax Advisor means Greenberg Traurig, LLP.
Tax Arbiter has the meaning set forth in Section 5.08.
Tax Attributes means net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses, deductions, credits or other comparable items, and assets basis, that could affect a Tax liability for a past or future taxable period.