SpinOff Tax

SpinOff Tax. Means any Tax to which Plains or any member of the Plains Group is subject as a result of the application of any provision of the Code to the Spin-Off, including without limitation, Section 311(b), Section 355(c)(2), Section 355(e) or Section 361(c)(2) of the Code (or any corresponding or similar provision of state, local or foreign law), which results (i) solely from the fact that one or more persons acquire after the Spin-Off Date directly or indirectly stock representing a 50-percent or... greater interest in Spinco and such acquisition is subject to Section 355(e) of the Code; (ii) from the failure of Spinco or any other member of the Spinco Group to comply with the covenants, agreements and representations in the Ruling; (iii) from any action by, or failure to take an action on the part of, Spinco or any other member of the Spinco Group, or (iv) from any combination of (i) through (iii) above. View More