Buyer Tax Indemnitors means Buyer and the Business Entities.
Seller Taxes has the meaning set forth in Section 11.1(f).
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).
Tax Indemnitee means (a) WTNA and Mortgagee, (b) each separate or additional trustee appointed pursuant to the Trust Indenture, (c) each Note Holder and (d) the respective successors, assigns, agents and servants of the foregoing.
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
Tax Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;
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.
Transaction Taxes has the meaning set forth in Section 2.6.
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
Buyer Indemnified Party has the meaning set forth in Section 8.2.
Buyer Indemnitee has the meaning set forth in Section 8.1(b).
Buyer Indemnitees has the meaning set forth in Section 8.02.
Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.
Seller Guarantor has the meaning set forth in the Preamble.
Seller Indemnified Party has the meaning set forth in Section 7.2.
Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.
Buyer Indemnified Parties has the meaning set forth in Section 8.2.
Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).
After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.
Buyer Party means each of (i) the Buyer and (ii) each Affiliate of the Buyer that is a party to a Transaction Agreement.
Seller Indemnitee has the meaning set forth in Section 9.2(b).
Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.
Buyer Indemnified Persons has the meaning set forth in Section 8.2.
Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).
Sellers has the meaning set forth in the Preamble.
Seller Indemnified Parties has the meaning set forth in Section 8.1.