Assumed Tax Liabilities definition

Assumed Tax Liabilities means Tax Liabilities for value-added Taxes, real property Taxes, personal and intangible property Taxes and payroll Taxes.
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Assumed Tax Liabilities shall have the meaning set forth in Section 2.04.
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Assumed Tax Liabilities means any and all liabilities for (a) Taxes arising out of, in respect of or relating to the Product Business or the Purchased Assets for all Post-Closing Tax Periods, (b) Transfer Taxes for which Buyer is responsible pursuant to Section 5.8.2(a) and (c) all Taxes to the extent solely resulting from a Buyer Tax Act or attributable to ​ ​ ​ any breach by Buyer or any of its Affiliates of any covenant or other agreement hereunder or under any Ancillary Agreement. For the avoidance of doubt, Assumed Tax Liabilities shall exclude any Excluded Tax Liabilities.
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Examples of Assumed Tax Liabilities in a sentence

  • No later than one hundred twenty (120) days following the Closing, the Sellers shall deliver to the Buyers for their review and comment a proposed calculation of the amount of the Assumed Tax Liabilities, together with accompanying schedules setting forth in reasonable detail the basis for such calculation (the “Proposed Calculation“).

  • There were fifty-two towns over$100,000, however, in 2024 there are projected to be 62 towns over $100,000.

  • All liabilities and obligations relating to the Business or the Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to or following the Closing Date, with the Business or the Acquired Assets), whether due or becoming due and whether based on or arising out of events prior or subsequent to the Closing Date, relating to the payment of franchise fees, gross receipts or utility Taxes (as hereinafter defined) of any kind (the "Assumed Tax Liabilities").

  • In the United States of America, the Delegation noted, hundreds of new products and technologies, including life-saving medicines originated from public research, were developed and placed on the market through public and private partnerships.

  • Visual Recap 12.1 (last line, should be multiplied, not divided) …=pre-tax profits x (1 – tax rate) Page 355.

  • New GM and the Government reserve all of their statutory, judicial and administrative rights with respect to the Assumed Tax Liabilities.

  • All Seller Separate Tax Returns, to the extent relating to the Business Subsidiaries, the Transferred Assets, the Assumed Liabilities, the Business and/or the Assumed Tax Liabilities shall be prepared in a manner consistent with past practices of Seller or its relevant Subsidiary, as and where applicable, except to the extent otherwise required by applicable Law.


More Definitions of Assumed Tax Liabilities

Assumed Tax Liabilities has the meaning set forth in Section 2.3(i).
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Assumed Tax Liabilities means (a) all liabilities for Taxes arising out of, in respect of or relating to the Business or the Purchased Assets for all Post-Closing Tax Periods, (b) Purchaser’s liability for Transfer Taxes pursuant to Section 10.1(b), and (c) liabilities for all Taxes in respect of or relating to the Business or the Purchased Assets resulting from a Purchaser Tax Act or attributable to any breach by Purchaser or any of its Affiliates of any covenant or other agreement hereunder.
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Assumed Tax Liabilities means (a) any Taxes (or any reduction of a Refund to which Seller is entitled under Section 5.5(e)(i)) resulting from, related to, arising out of, attributable to or imposed on the Business, the Business Subsidiaries, the Transferred Assets and/or the Assumed Liabilities and (b) any Taxes (or any reduction of a Refund to which Seller is entitled under Section 5.5(e)(i)) attributable to former (as of the Closing) divisions, assets, activities or operations of Seller and its Affiliates, in the case of each of clauses (a) and (b), other than Excluded Tax Liabilities.
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Assumed Tax Liabilities means all Liabilities for Taxes and fees with respect to the Purchased Assets for which Buyer is liable pursuant to Section 2.6 hereof.
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Assumed Tax Liabilities has the meaning specified in Section 1.3(e) (Assumed Liabilities).
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Assumed Tax Liabilities means all Liabilities for Taxes and fees with respect to the Purchased Assets for which Buyer is liable pursuant to Section 2.6 hereof. [* * *] Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission.
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Related to Assumed Tax Liabilities

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Tax Liabilities means all liabilities for Taxes.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends after the Closing Date.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • State premium tax liability means any liability

  • Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Agreement combined tax rate means the sum of the tax rates:

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • related liabilities means (i) liabilities incurred or assumed for the purpose of financing the acquisition or ownership of financial assets, or (ii) liabilities that are secured by financial assets;