"Tax Authority" means, with respect to any Tax, the governmental
entity, or political subdivision thereof that imposes such Tax, and the
agency (if any) charged with the collection of such Tax for such entity or
"Tax Benefit" means any refund, credit, or other reduction in
otherwise required Tax payments (including any reduction in estimated tax
"Tax Contest" means an audit, review, examination, or any other
administrative or judicial proceeding with the purpose or effect of
redetermining Taxes of any of the Companies or their Affiliates (including
any administrative or judicial review of any claim for refund) for any
"Tax Contest Committee" shall have the meaning provided in Section
"Tax Item," means, with respect to any Income Tax, any item of income,
gain, loss, deduction, and credit.
"Tax Law" means the law of any governmental entity or political
subdivision thereof relating to any Tax.
"Tax Opinion" means a tax opinion received from Arthur Andersen LLP on
the tax consequences of the Distribution and related events.
"Tax Period" means, with respect to any Tax, the period for which the
Tax is reported as provided under the Code or other applicable Tax Law.
"Tax Records" means Tax Returns, Tax Return workpapers, documentation
relating to any Tax Contests, and any other books of account or records
required to be maintained under the Code or other applicable Tax Laws or
under any record retention agreement with any Tax Authority.
"Tax Return" means any report of Taxes due, any claims for refund of
Taxes paid, any information return with respect to Taxes, or any other
similar report, statement, declaration, or document required to be filed
under the Code or other Tax Law, including any attachments, exhibits, or
other materials submitted with any of the foregoing, and including any
amendments or supplements to any of the foregoing.
"Treasury Regulations" means the regulations promulgated from time to
time under the Code as in effect for the relevant Tax Period.
Section 2. ALLOCATION OF TAX LIABILITIES. The provisions of this Section 2
are intended to determine each Company's liability for Taxes for
Pre-Distribution and Post-Distribution Periods. The provisions of Section
2.5(a)(ii) and (b) are intended to determine each Company's liability for
Distribution Taxes, if any, under this Agreement, even though such Taxes may
arise on or after the Distribution Date. Once the liability has been determined
under this Section 2, Section 5 determines the time when payment of the
liability is to be made, and whether the payment is to be made to the Tax
Authority directly or to the other Company.