Tax Legal Requirement shall mean the law of any Taxing Authority or political subdivision thereof relating to any Tax.
Tax Materials shall have the meaning set forth in Section 4.1(a) of this Agreement.
Tax Opinion shall mean any written opinion of Skadden, Arps, Slate, Meagher & Flom LLP, KPMG LLP or any other law or accounting firm, regarding certain tax consequences of certain transactions executed as part of the Transactions.
Tax Records shall have the meaning set forth in Section 8.1 of this Agreement.
Tax-Related Losses shall mean (i) all Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection with Taxes or Tax Contests, as well as any other out-of-pocket costs incurred in connection with Taxes or Tax Contests; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Everest (or any of its Affiliates) or Newco (or any of its Affiliates) in respect of the liability of stockholders, whether paid to stockholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of any transaction to have the Intended Tax Treatment.
Tax Return shall have the meaning set forth in the Merger Agreement.
Taxing Authority shall have the meaning set forth in the Merger Agreement.
Transactions shall mean, collectively, the Separation, Internal Restructuring, Newco Contribution, Distribution, and Merger.
Transfer Taxes shall mean any sales, use, transfer, conveyance, ad valorem, stamp, stamp duty, recording or other similar Tax, fee or charge imposed by any Governmental Body upon the sale, transfer or assignment of real, personal, tangible or intangible property or any interest therein pursuant to the Distribution Agreement, the Separation Plan, or the Merger Agreement, or upon the recording of any such sale, transfer or assignment, together with any interest, additions or penalties in respect thereof.
Treasury Regulations shall have the meaning set forth in the Merger Agreement.
Unqualified Tax Opinion shall mean a will opinion, without substantive qualifications, of a nationally recognized law or accounting firm, to the effect that a transaction will not affect the Intended Tax Treatment of the Transactions. Any such opinion must assume that the Transactions would have qualified for the Intended Tax Treatment if the transaction in question did not occur.