Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).
Seller Taxes has the meaning set forth in Section 11.1(f).
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Tax Returns The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.
Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.
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.
After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).
Excluded Representations has the meaning set forth in Section 7.3(a).
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.3.
Tax Warranties means the warranties contained in Part 2 of Schedule 8;
Representations and Warranties The energy service under this Agreement will meet the applicable LDU’s standards and may be supplied from a variety of sources. Tomorrow Energy makes no representations or warranties other than those expressly set forth in this Agreement, and Tomorrow Energy expressly disclaims all other warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
Transaction Taxes has the meaning set forth in Section 2.6.
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Excluded Liabilities has the meaning set forth in Section 2.4.
Buyer Group Member means the Buyer, its Affiliates, and each of their successors and assigns, and their respective directors, officers, employees and agents.
Buyer Losses has the meaning set forth in Section 10.1(a).
Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.
Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.
Tax Matters means all tax matters including criminal tax matters,
Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
Income Tax Returns means all Tax Returns relating to Income Taxes.
Further Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including, without limitation, net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 3.01.