Subsequent Sale Transactions means Parents sales of Retained Stock to third parties no later than five years after the Distribution.
Tax or Taxes means any federal, state, local or non-U.S. income, alternative minimum, accumulated earnings, capital gains, net receipts, personal holding company, franchise, capital stock, profits, windfall profits, gross receipts, escheat, unclaimed property, sales, use, value-added, transfer, registration, stamp, premium, excise, customs duties, severance, environmental, real property, personal property, ad valorem, occupancy, license, occupation, employment, payroll, social security, disability, unemployment, workers compensation, withholding, estimated or other similar tax, duty, fee, assessment or other governmental charge or deficiencies thereof (including all interest and penalties thereon and additions thereto).
Tax Advisor means any law or accounting firm that is nationally recognized as being expert in tax matters.
Tax Attribute means a net operating loss, earnings and profits, net capital loss, overall foreign loss, unused investment credit, unused foreign tax credit, excess charitable contribution, alternative minimum tax credit, general business credit, research and development credit or any other Tax Item that could reduce a Tax or create a Tax Benefit.
Tax Authority means, with respect to any Tax, the governmental authority or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.
Tax Benefit means any reduction in liability for Tax as a result of any loss, deduction, refund, credit, or other item reducing Taxes otherwise payable.
Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of determining or redetermining any Tax (including any administrative or judicial review of any claim for refund).
Tax-Free Status means, with respect to the Contribution and the Distribution taken together (but excluding, for the avoidance of doubt, the Subsequent Sale Transactions) and each Internal Distribution and Internal Contribution, the qualification thereof (a) other than with respect to the Internal Contributions, as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (b) with respect to the Internal Contributions, as a contribution described in Section 351 of the Code, (c) other than with respect to the Internal Contributions, as a transaction in which the stock distributed thereby is qualified property for purposes of Sections 355(c)(2) and 361(c)(2) of the Code, (d) a transaction in which Parent, SpinCo and the members of their respective Groups (as relevant) recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361, and 1032 of the Code or, in the case of the Internal Contributions, Section 351 of the Code, other than, (i) income or gain recognized pursuant to 367(a), 367(b) and/or Section 1248 of the Code and the Treasury Regulations promulgated under such provisions (assuming, for this purpose, that any available elections to avoid the recognition of income or gain for U.S. federal Income Tax purposes under such provisions have been duly and timely made), (ii) intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code, (iii) in the case of Parent, income or gain in connection with Subsequent Sale Transactions and (iv) in the case of shareholders of Parent, any receipt of cash in lieu of fractional shares.