Conversion Tax definition
Examples of Conversion Tax in a sentence
The proceeds of the other Loans will be used only (i) to finance the working capital needs and general corporate purposes of the Borrower and its Subsidiaries in the ordinary course of business, (ii) to finance Permitted Acquisitions and (ii) pay the Conversion Tax Payment.
In the event Seller pays an estimated excess amount as contemplated in Section 9.12(tt)(iii)(C) and the actual excess amount above the Estimated Conversion Tax Amount is less than the estimated amount so designated by Seller, then A.S.V., LLC shall reimburse Seller for such excess payment.
Such participation and control shall include the right to attend conferences with Taxing Authorities, being provided with a reasonable opportunity to comment before submitting any written materials to Taxing Authorities and making joint decisions with respect to significant actions, including with respect to settlement, compromise or other disposition of a Conversion Tax Matter.
Excess Conversion Tax Liability (and the components thereof) shall be computed assuming the correctness of the representations and warranties in Section 4.14(g).
Purchaser shall indemnify, defend and hold harmless the Seller Indemnified Parties from and against any and all (i) Excess Conversion Tax Liability and (ii) Losses that are not attributable to Taxes asserted against or suffered by them relating to, resulting from, or arising out of any Conversion Transaction.
Any Conversion Tax liability has been disclosed to WHI and shall be the liability of QCC following Closing.