"Distribution Date" means the Distribution Date as that term is
defined in the Distribution Agreement.
"Distribution Tax" means the Taxes described in Section 2.5(a)(ii).
"Federal Income Tax" means any Tax imposed by Subtitle A or F of the
"Federal Tax Adjustment" shall have the meaning provided in Section
"Final Determination" means the final resolution of liability for any
Tax for a taxable period, including any related interest or penalties, (i)
by IRS Form 870-AD (or any successor form thereto), on the date of
acceptance by or on behalf of the IRS, or by a comparable agreement form
under state, local or foreign law, except that a Form 870-AD or comparable
form that reserves the right of the taxpayer to file a claim for refund
and/or the right of the taxing authority to assert a further deficiency
shall not constitute a Final Determination with respect to the item or
items so reserved; (ii) by a decision, judgment, decree, or other order by
a court of competent jurisdiction, which has become final and unappealable;
(iii) by a closing agreement or offer in compromise under section 7121 or
7122 of the Code, or comparable agreements under the any state, local or
foreign law; (iv) by any allowance of a refund or credit in respect of an
overpayment of Tax, including any related interest or penalties, but only
after the expiration of all periods during which such refund may be
recovered (including by way of offset) by the jurisdiction imposing the
Tax; or (v) by any other final disposition, including by reason of the
expiration of the applicable statute of limitations or pursuant to Code
sections 1311 through 1313, or comparable provision of state, local, or
"Foreign Income Tax" means any Tax imposed by any foreign country or
any possession of the United States, or by any political subdivision of any
foreign country or United States possession, which is an income tax as
defined in Treasury Regulation Section 1.901-2.
"Group" means the Distributing Group or the Controlled Group, as the
"Income Tax" means any Federal Income Tax, State Income Tax, or
Foreign Income Tax.
"IPO Date" means the closing date of the IPO.
"Joint Adjustment" means any proposed adjustment resulting from a Tax
Contest that is not a (i) Controlled Adjustment, (ii) a Distributing
Adjustment, or (iii) any other type of adjustment that give rise to an
indemnification payment by one Company to the other Company pursuant to
"Payment Date" means (i) with respect to any Distributing Federal
Consolidated Return, the due date for any required installment of estimated
taxes determined under Code Section 6655, the due date (determined without
regard to extensions) for filing the return determined under Code Section
6072, and the date the return is filed, and (ii)