Transaction Taxes has the meaning set forth in Section 2.6.
Transaction Tax Deductions means (X) the amount of deductions attributable to the exercise or cancellation of Options, including the payment of the Option Consideration and (Y) to the extent they are paid on or before the Closing by any Company Entity or constitute a Transaction Expense or Indebtedness, without duplication, the aggregate amount of (a) all stay bonuses, sale bonuses, change in control payments, retention payments, synthetic equity or similar payments made or to be made by any Company Entity in connection with or resulting from the Closing; (b) all fees, expenses, prepayment premiums and interest (including amounts treated as interest for federal income Tax purposes) and any breakage fees or accelerated deferred financing fees incurred by any Company Entity, plus the write-off of any deferred financing fees, in each case, with respect to the payment of Indebtedness in connection with the Closing; (c) all fees, costs and expenses incurred by any Company Entity in connection with or incident to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including any such legal, accounting and investment banking fees, costs and expenses; (d) any fees paid by a Company Entity under any applicable management agreement(s) in connection with the Closing; and (e) any employment Taxes paid by a Company Entity with respect to the amounts set forth in clauses (X) or (Y) of this definition. To the extent permitted by applicable Law, the parties hereto shall apply the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29 to determine the amount of any success based fees for purposes of the foregoing clause (Y)(c).
Distribution Taxes means any and all Taxes (a) required to be paid by or imposed on a Company or any of its Affiliates resulting from, or directly arising in connection with, (i) the failure of the Contribution, Spinco Special Cash Payment, and Spinco Distribution, taken together, to qualify as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code or (ii) the failure of the Spinco Special Cash Payment to be treated as in pursuance of the plan of reorganization within the meaning of Section 361(b)(1) of the Code, except to the extent the amount exceeds Remainco’s adjusted tax basis in Spinco Common Stock or such Taxes are attributable to Remainco’s failure to transfer to creditors or distribute to shareholders the cash received in the Spinco Special Cash Payment; (b) required to be paid by or imposed on a Company or any of its Affiliates resulting from, or directly arising in connection with, the failure of the stock distributed in the Spinco Distribution to constitute “qualified property” for purposes of Sections 355(d), 355(e) and 361(c) of the Code (or any corresponding provision of the Tax Laws of other jurisdictions); (c) required to be paid by or imposed on a Company or any of its Affiliates resulting from the failure of any Separation Transaction to qualify for its intended tax treatment as set forth on Exhibit C; or (d) required to be paid by or imposed on a Company or any of its Affiliates (including due to an indemnification requirement under the DWDP TMA) resulting from the failure of any DWDP TMA Transaction to qualify for its intended tax treatment as set forth on Exhibit D.
non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;
MUNICIPAL TAXABLE INCOME means the following:
Net Taxable Income has the meaning set forth in Section 4.01(b)(i).
Basis Adjustment means the adjustment to the Tax basis of an Adjusted Asset under Revenue Ruling 99-6 and sections 732 and 1012 of the Code (in situations where, as a result of one or more Exchanges, a partnership becomes an entity that is disregarded as separate from its owner for tax purposes) and under sections 734(b), 743(b) and section 754 of the Code (in situations where, following an Exchange, a partnership remains in existence as an entity for Tax purposes) as a result of an Exchange and the payments made pursuant to this Agreement. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange Transfer of such Units and as if any such Pre-Exchange Transfer had not occurred. For the avoidance of doubt, any adjustments under section 734(b) of the Code arising before the Initial Sale or as a result of the transactions undertaken in connection therewith shall not be treated as resulting from Exchanges under this Agreement.
Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.
ISDA Fallback Adjustment means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
Pre-Distribution Tax Period means a Tax year beginning and ending on or before the Distribution Date.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.
non-taxable territory means the territory which is outside the taxable territory;
Tax Adjustment has the meaning set forth in Section 4.7.
Change in Tax Classification has the meaning set forth in Section 5.2(h).
Prohibited Transaction Tax Any tax imposed under Section 860F of the Code.
Incremental Income Taxes has the meaning assigned to such term in Section 6.9.
Canadian Taxes has the meaning specified in Section 10.05.
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.
foreign tax means any Foreign Income Taxes or Foreign Other Taxes.
Consolidated federal taxable income means the consolidated taxable income of an affiliated group of corporations, as computed for the purposes of filing a consolidated federal income tax return, before consideration of net operating losses or special deductions. "Consolidated federal taxable income" does not include income or loss of an incumbent local exchange carrier that is excluded from the affiliated group under division (A)(1) of this section.
Income Taxes means any Taxes based upon, measured by, or calculated with respect to: (a) net income or profits or net receipts (including, but not limited to, any capital gains, minimum Tax or any Tax on items of Tax preference, but not including sales, use, real or personal property, or transfer or similar Taxes) or (b) multiple bases (including corporate franchise, doing business and occupation Taxes) if one or more bases upon which such Tax may be based, measured by, or calculated with respect to, is described in clause (a).
True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.
Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, EBS, but only with respect to Taxes imposed on EBS and allocable to the Corporate Taxpayer or to the other members of the consolidated group of which the Corporate Taxpayer is the parent, in each case using the same methods, elections, conventions and similar practices used on the relevant Corporate Taxpayer Return, but (i) using the Non-Stepped Up Tax Basis as reflected on the Exchange Basis Schedule including amendments thereto for the Taxable Year and (ii) excluding any deduction attributable to Imputed Interest for the Taxable Year. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Basis Adjustment or Imputed Interest.
Actual Tax Liability means, with respect to any Taxable Year, the sum of (i) the sum of (A) the liability for U.S. federal income Taxes of the Corporate Taxpayer and (B) without duplication, the portion of any liability for U.S. federal income Taxes imposed directly on OpCo (and OpCo’s applicable subsidiaries) under Section 6225 or any similar provision of the Code that is allocable to the Corporate Taxpayer under Section 704 of the Code, in each case using the same methods, elections, conventions and similar practices used on the relevant IRS Form 1120 (or any successor form) and (ii) the product of the amount of the U.S. federal taxable income for such taxable year reported on the Corporate Taxpayer’s IRS Form 1120 (or any successor form) and the Blended Rate.
Taxable Rate means, with respect to a Taxable Period, the product of (i) the average interest rate on the Loan during such period and (ii) 1.54.