Tax Advisor means a U.S. Tax counsel or accountant of recognized national standing.
Tax Attribute means any carryovers or carrybacks of net operating losses, net capital losses, excess tax credits and any other similar tax attributes as determined for Federal, state, local or foreign Tax purposes. For the avoidance of doubt, the existence or amount of basis and computations of previously taxed income and earnings and profits are not Tax Attributes.
Tax Contest means an audit, review, examination or other administrative or judicial proceeding, in each case by any Taxing Authority.
Tax Dispute has the meaning set forth in Section 5.06.
Tax Opinion Representations means representations regarding certain facts in existence at the applicable time made by DTE and Spinco that serve as a basis for the Tax Opinion.
Tax Opinion means the written opinion of Cravath, Swaine & Moore LLP issued to DTE to the effect that each of the applicable Transactions should qualify for its Intended Tax Treatment.
Tax Return means any return, declaration, statement, report, form, estimate or information return relating to Taxes, in each case, including any amendments thereto and any related or supporting information, required or permitted to be filed with any Taxing Authority.
Tax Return Preparer has the meaning set forth in Section 3.01(a).
Taxes means all forms of taxation or duties imposed by any Governmental Authority, or required by any Governmental Authority to be collected or withheld, including charges, in each case, in the nature of a tax, together with any related interest, penalties and other additional amounts.
Taxing Authority means any Governmental Authority charged with the determination, collection or imposition of Taxes.
Transaction Taxes means all (i) Taxes imposed on DTE, Spinco or any of their respective Subsidiaries resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment, (ii) Taxes imposed on any third party resulting from the failure of any step of the Transactions to qualify for its Intended Tax Treatment for which DTE, Spinco or any of their respective Subsidiaries is or becomes liable for any reason and (iii) reasonable, out-of-pocket legal, accounting and other advisory or court fees incurred in connection with liability for Taxes described in clause (i) or (ii).
Transaction Tax Contest means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.