Covered Tax means any Tax that is not an Excluded Tax.
Covered Tax means any tax imposed under Subtitle A of the Code or any other provision of U.S. federal income tax law (including, without limitation, the taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code) and U.S. state and local income and franchise taxes.
Covered Tax means any (a) Tax of Holdco and its Subsidiaries related to a Pre-Closing Tax Period and (b) liability for the payment of any amount of Tax as a result of being or having been before the Closing a member of an affiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which liability of Holdco or any of its Subsidiaries is determined or taken into account with reference to the activities of any other Person.
Examples of Covered Tax in a sentence
In other cases, paragraph 1 shall supersede the provisions of the Covered Tax Agreement only to the extent that those provisions are incompatible with paragraph 1.
Where all Contracting Jurisdictions have made such a notification with respect to a provision of a Covered Tax Agreement, that provision shall be replaced by the provisions of paragraph 1.
Paragraph 1 shall apply with respect to a provision of a Covered Tax Agreement only where all Contracting Jurisdictions have made a notification with respect to that provision.
Paragraph 4 shall apply to a Covered Tax Agreement only where all Contracting Jurisdictions have made such a notification.
Unless such Party has made the reservation described in subparagraph c) of paragraph 15, such notification shall also include the list of its Covered Tax Agreements which contain a provision described in paragraph 14, as well as the article and paragraph number of each such provision.
More Definitions of Covered Tax
Covered Tax or “Covered Taxes” shall mean any and all present and future taxes on or with respect to any Leased Property or payments of Basic Rent or Additional Rent that are or are in the nature of sales, use, transfer, real estate, property, ad valorem, excise, stamp or similar taxes, municipal or other assessments, levies, imposts, duties, fees or other charges, together with any penalties, fines, interest thereon or additions thereto imposed by any Governmental Authority in a Related Jurisdiction; provided, however, for the avoidance of doubt, the terms “Covered Tax” and “Covered Taxes” shall not include any taxes that are Income Taxes, except if such Income Tax is a replacement for any non-income based Covered Tax.
Covered Tax means any (A) Tax of the Company or any of its subsidiaries related to a Pre-Closing Tax Period and (B) liability of the Company or any of its subsidiaries (i) as a result of being or having been before the Closing a member of an affiliated, consolidated, combined or unitary group, and (ii) for the payment of any amount as a result of being a party to any Tax Sharing Agreement.
Covered Tax means (i) any Tax with respect to which the Company has filed or will file a Company Return with a member of any Seller Group on a consolidated basis pursuant to Section 1501 of the Code, (ii) any income or franchise Tax relating to any Pre-Closing Tax Period payable to any state, local or foreign taxing jurisdiction in which the Company has filed or will file a Company Return with a member of any Seller Group on an affiliated, consolidated, combined or unitary basis with respect to such Tax, (iii) any Tax imposed on the Company solely by reason of having been prior to the Closing Date a member of an affiliated, consolidated, combined or unitary group, (iv) any other Tax imposed on or in relation to the Company or the Transferred Assets for any Pre-Closing Tax Period; and (v) Sellers’ share of any of the Transfer Taxes under Section 7.02(f). For the avoidance of doubt, “Covered Tax” shall include any Tax imposed on or in relation to Roche Kulmbach GmbH.
Covered Tax means any Tax of Cnova Brazil or any of its Subsidiaries related to a Pre-Closing Tax Period.
Covered Tax means any and all U.S. federal, state, local and foreign tax, assessment or similar charge that is based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes and transaction taxes imposed in lieu of income taxes), and any interest imposed in respect thereof under applicable law.
Covered Tax means any and all U.S. federal, state, local and non-U.S. tax, assessment or similar charge that is based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes and transaction taxes imposed in lieu of income taxes), and any interest imposed in respect thereof under applicable law.
Covered Tax means any (i) Tax described in clause (i) of the definition of “Tax” of an Acquired Company related to a Pre-Closing Tax Period, (ii) Tax described in clause (ii) or (iii) of the definition of “Tax” of an Acquired Company for the payment of any amount as a result of being party to any Tax Sharing Agreement, (iii) Tax of an Acquired Company resulting from a breach by the Company or any of the Equityholder and any of their Affiliates of any representation, covenant or agreement contained herein and (iv) the portion of any Transfer Tax to be borne by the Equityholders pursuant to Section 6.01 (but only to the extent such portion was not taken into account as a Final Unpaid Transaction Expense in the determination of the Final Adjustment Amount).