Atmel’s Taxes definition

Atmel’s Taxes means (a) all amounts of or in respect of Taxes of Atmel, Transferred Entities and the Selling Subsidiaries with respect to taxable periods ending on or before the Closing Date and (b) the Pre-Closing Date Share of all amounts of or in respect of Taxes of Atmel, Transferred Entities and the Selling Subsidiaries with respect to Straddle Periods; provided, that Atmel’s Taxes shall not include any Taxes to the extent (i) resulting from events or transactions occurring or deemed to occur or in respect of any gross receipts, income, profits or gains earned or accrued after the Closing Date, (ii) a provision or reserve in respect of which is made in the Final Working Capital (iii) which arise or are increased as a result only of any change in the law of Tax announced and coming into force after Closing or the withdrawal after Closing of any extra-statutory concession previously made by a Taxing Authority (iv) which would not have arisen but for a change after Closing in the accounting policies or bases adopted by any Transferred Entity or (v) which would not have arisen but for a voluntary act or transaction carried out by Buyer, any Affiliate of the Buyer or any Transferred Entity after Closing being an act which (x) is not in the ordinary course of business; or (y) could reasonably have been avoided.
Sample 1

Examples of Atmel’s Taxes in a sentence

  • Except for refunds of Taxes of the Business attributable to carrybacks from periods (or portions of periods) ending after the Closing Date, all refunds of Atmel’s Taxes and any refunds of Taxes paid by Vault-IC not reflected in the Financial Statements shall be for the account of Atmel and the Selling Subsidiaries under the following conditions.

  • Buyer shall prepare, or cause to be prepared, and file, or cause to be filed, on a timely basis all Tax Returns of Atmel UK that are due after the Closing Date and that reflect any liability for Atmel’s Taxes or that relate to any taxable period beginning on or before the Closing Date.

  • Except for refunds of Taxes of the Business attributable to carrybacks from periods (or portions of periods) ending after the Closing Date all refunds of Atmel’s Taxes and any refunds of Taxes paid by Atmel UK not reflected in the Financial Statements shall be for the account of Atmel and the Selling Subsidiaries under the following conditions.

  • Except for refunds of Taxes of the Business attributable to carrybacks from periods (or portions of periods) ending after the Closing Date, all refunds of Atmel’s Taxes and any refunds of Taxes paid by Atmel Switzerland not reflected in the Financial Statements shall be for the account of Atmel and the Selling Subsidiaries under the following conditions.

Related to Atmel’s Taxes

  • Sales Taxes means any sales, use, consumption, goods and services, value added or similar tax, duty or charge imposed pursuant to Applicable Law.

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

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

  • 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.

  • 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.

  • Payroll Taxes means State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contributions Act (“FICA”).

  • 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.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

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

  • 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.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Value Added Taxes means such sum as shall be levied upon amounts payable to the Consultant under this Contract by any Governmental Authority that is computed as a percentage of the amounts payable to the Consultant (including all other Taxes but excluding Value Added Taxes), and includes the HST, and any similar tax, the payment or collection of which, by the legislation imposing such tax, is an obligation of the Consultant.

  • Tenant’s Taxes means (a) all taxes, assessments, license fees and other governmental charges or impositions levied or assessed against or with respect to Tenant's personal property or Trade Fixtures in the Premises, whether any such imposition is levied directly against Tenant or levied against Landlord or the Property, (b) all rental, excise, sales or transaction privilege taxes arising out of this Lease (excluding, however, state and federal personal or corporate income taxes measured by the income of Landlord from all sources) imposed by any taxing authority upon Landlord or upon Landlord's receipt of any rent payable by Tenant pursuant to the terms of this Lease ("Rental Tax"), and (c) any increase in Taxes attributable to inclusion of a value placed on Tenant's personal property, Trade Fixtures or Alterations. Tenant shall pay any Rental Tax to Landlord in addition to and at the same time as Base Rent is payable under this Lease, and shall pay all other Tenant's Taxes before delinquency (and, at Landlord's request, shall furnish Landlord satisfactory evidence thereof). If Landlord pays Tenant's Taxes or any portion thereof, Tenant shall reimburse Landlord upon demand for the amount of such payment, together with interest at the Interest Rate from the date of Landlord's payment to the date of Tenant's reimbursement.

  • Base Taxes means the Taxes payable for the Base Tax Year.

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

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Canadian Taxes has the meaning specified in Section 11.05.

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

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Indirect Taxes means value added taxes, sales taxes, consumption taxes and other similar taxes.