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.
Stock Ownership Requirement means, with respect to a corporation, stock owned representing at least 80% of the total voting power and at least 80% of the total value of the stock of such corporation.
Subsidiary means, with respect to any specified Person, any other Person a majority of whose equity interests (whether by voting power or by economic interest) are at the time directly or indirectly owned by such specified Person; provided that before the Effective Time, no member of the JV Group shall be a Subsidiary of Parent, SpinCo or Acquiror.
Tax (and the correlative meaning, Taxes, Taxing and Taxable) means (i) any tax, including any net income, gross income, gross receipts, recapture, alternative or add-on minimum, sales, use, business and occupation, value-added, trade, goods and services, ad valorem, franchise, profits, license, business royalty, withholding, payroll, employment, capital, excise, transfer, recording, severance, stamp, occupation, premium, property, asset, real estate acquisition, environmental, custom duty, impost, obligation, assessment, levy, tariff or other tax, governmental fee or other like assessment or charge of any kind whatsoever (including, but not limited to, any Escheat Payment), together with any interest and any penalty, addition to tax or additional amount imposed by a Taxing Authority; or (ii) any liability of any member of the Parent Group, the SpinCo Group or the Acquiror Group for the payment of any amounts described in clause (i) as a result of any express or implied obligation to indemnify any other Person (other than under the Transaction Documents).
Tax Advisor means Davis Polk & Wardwell LLP and Ropes & Gray LLP, or another nationally recognized tax advisor reasonably acceptable to Acquiror, Parent, and SpinCo.
Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, unused general business credit, alternative minimum tax credit or any other Tax Item that could reduce a Tax liability.
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.