Tax Counsel means Davis Polk & Wardwell LLP.
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 Opinion means an opinion of Tax Counsel as to certain aspects of the Intended Tax Treatment.
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 Representation Letters means the representations provided by each of (i) RGHL (on behalf of itself and the RGHL Group), (ii) GPC (on behalf of itself and the GPC Group) and (iii) Mr. Graeme Hart (on behalf of himself, PFL and any Affiliate of Mr. Graeme Hart or PFL) to Tax Counsel in connection with the rendering by Tax Counsel of the Tax Opinion.
Tax Return means any Tax return, statement, report, form, election, bill, 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, 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.
Transaction Implementation Agreement has the meaning set forth in the recitals.
Transaction Documents means this Agreement, the Transaction Implementation Agreement (and documents referred to therein) and the Continuing Arrangements.
(b) Any term used in this Agreement which is not defined in this Agreement shall, to the extent the context requires, have the meaning assigned to it in the Code or the applicable Treasury Regulations thereunder (as interpreted in administrative pronouncements and judicial decisions) or in comparable provisions of Applicable Law.
Section 2. Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the RGHL Group, on the one hand, and any member of the GPC Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto (including, for the avoidance of doubt, the Tax Sharing Agreement). Following the Distribution Date, no member of the GPC Group or the RGHL Group shall have any further rights or liabilities thereunder, this Agreement shall be the sole Tax sharing agreement between the members of the GPC Group on the one hand, and the members of the RGHL Group, on the other hand; provided, however, that this Section 2 shall not apply to agreements entered into in the ordinary course of business the primary subject matter of which is not related to Taxes.