Tax Benefit means any refund, credit, offset or other reduction in otherwise required Tax payments.
Tax Item means any item of income, gain, loss, deduction, credit, recapture of credit or any other item that can increase or decrease Taxes paid or payable.
Tax Proceeding means any Tax audit, dispute, examination, contest, litigation, arbitration, action, suits, claim, cause of action, review, inquiry, assessment, hearing, complaint, demand, investigation or proceeding (whether administrative, judicial or contractual).
Tax Receivable Agreements means the MCK Tax Receivable Agreement and the New Echo Tax Receivable Agreement.
Tax-Related Losses means, with respect to any Taxes imposed pursuant to any settlement, determination, or judgment, (i) all accounting, legal and other professional fees, and court costs incurred in connection with such settlement, determination, or judgment, as well as any other out-of-pocket costs incurred in connection with such settlement, determination, or judgment and (ii) all Damages, costs and expenses associated with stockholder litigation or controversies and any amount paid by any member of the Parent Group, any member of the SpinCo Group or any member of the Acquiror Group in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Taxing Authority, in each case, resulting from the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.
Tax Representation Letters (Distribution) means the representations provided by Acquiror, SpinCo and Parent as contemplated by Section 4.4(b)(ii) of the Merger Agreement, in the form delivered in connection with the filing of the Applicable SEC Filings and acknowledged by Parent and Acquiror by written notice in connection therewith to be final.
Tax Representation Letters (Merger) means the representations provided by Acquiror and SpinCo as contemplated by Section 4.4(b)(i) of the Merger Agreement, in the form delivered in connection with the filing of the Applicable SEC Filings and acknowledged by Parent and Acquiror by written notice in connection therewith to be final.
Tax Representation Letters means, collectively, the Tax Representation Letters (Distribution) and the Tax Representation Letters (Merger).
Tax Return means any Tax return, statement, report, form, election, certificate, claim or surrender (including estimated Tax returns and reports, extension requests and forms, and information returns and reports), or statement or other document or written information filed or required to be filed with any Taxing Authority, including any amendment thereof (solely for purposes of Section 4), appendix, schedule or attachment thereto.
Taxing Authority means any Governmental Authority (domestic or foreign), including, without limitation, any state, municipality, political subdivision or governmental agency responsible for the imposition, assessment, administration, collection, enforcement or determination of any Tax.