Excluded Tax Liabilities definition

Excluded Tax Liabilities means all Income Taxes relating to or arising out of, or resulting from the ownership or operation of the Transferred Systems for taxable periods, or portions thereof, ending on or prior to the Closing, other than Income Taxes suffered by Comcast or any of its Affiliates as a partner in TWE.

Excluded Tax Liabilities shall have the meaning set forth in Section 1.03(b).

Excluded Tax Liabilities means (a) any Liability of Seller for Taxes that are not related to the Business or Transferred Assets, (b) any Liability of Seller for Taxes relating to or arising out of the Business or Transferred Assets for any Pre-Closing Tax Period, and (c) any Liability of Seller for Transfer Taxes pursuant to Section 5.6.

Examples of Excluded Tax Liabilities in a sentence

• Contributor shall indemnify, defend, and hold harmless Parent, the Assignee and their respective officers, directors, employees, affiliates, agents, and representatives from and against all losses, liabilities, claims, damages, actions, judgments, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Damages”) arising out of or in connection with the Excluded Tax Liabilities.

• Seller shall provide Buyer with an amount necessary to pay any Excluded Tax Liabilities due with respect to such Straddle Period Tax Returns no later than five (5) days prior to the applicable due date for each such Straddle Period Tax Return.

• For the purposes of this Section 10.04, any reduction in the amount of Taxes otherwise payable by any Acquired Company in any Post-Closing Date Taxable Period that is attributable to any decrease in the transition amount under section 13517(c)(3) of the Tax Cuts and Jobs Act, P.L. No. 115-97, as a result of any Tax adjustment to such amount after the date hereof shall be treated as a Tax Refund that is received by Buyer or any of its Affiliates in respect of any Excluded Tax Liabilities.

• Anything in this Section 9 to the contrary notwithstanding, the rights and obligations of the parties with respect to indemnification for any and all Excluded Tax Liabilities shall be governed by Section 10.1(c).

• Notwithstanding the foregoing, the TWIC Non-Broadband Liabilities shall include the Excluded Liabilities and Excluded Tax Liabilities.

More Definitions of Excluded Tax Liabilities

Excluded Tax Liabilities shall have the meaning set forth in Section 4.05.

Excluded Tax Liabilities means any liability for (i) Taxes that relate, or are attributable, to the Purchased Assets or the Assumed Liabilities, in each case for any Pre-Closing Tax Period (including the Taxes apportioned to a Pre-Closing Tax Period pursuant to Section 3.3.3), (ii) Taxes of Kadmon, (iii) payments by Kadmon under any Tax allocation, sharing or similar agreement or arrangement, other than pursuant to this Agreement or the Ancillary Agreements, and (iv) any Transfer Taxes payable by Kadmon (as determined under Section 3.3.2).

Excluded Tax Liabilities means (i) all Liabilities of Seller for Taxes for any taxable period, including as a result of the transactions contemplated hereby, other than such part of the Stamp Duty which is payable by Buyer in accordance with the provisions of this Agreement; and (ii) any Liability for Taxes as a result of an obligation under any Tax sharing, Tax allocation, Tax indemnity or similar agreements with respect to the Business.

Excluded Tax Liabilities means, without duplication, all Liabilities for (i) Taxes imposed on, with respect to or incurred or payable by any of the Acquired Companies for any Pre-Closing Date Taxable Period, other than Transfer Taxes for which Buyer is liable under Section 10.01(a); (ii) Seller Consolidated Taxes, (iii) Taxes of any Person (other than any of the Acquired Companies) imposed on, with respect to, or incurred or payable by any of the Acquired Companies as a transferee or successor, by contract (other than a contract entered into in the ordinary course of business the primary purpose of which does not relate to Taxes) or pursuant to any Law, which Taxes arise as a result of an event or transaction occurring before the Closing, (iv) Taxes arising from any Pre-Closing Restructuring Transaction, (v) Taxes arising from or attributable to any breach by Seller or any of its Affiliates of any representation or warranty made in Section 5.21(e), (f), (g), (h) or (n) or Tax covenant under Article X of this Agreement, (vi) Taxes attributable to any increase in the transition amount under section 13517(c)(3) of the Tax Cuts and Jobs Act, P.L. No. 115-97, as a result of any Tax adjustment to such amount after the date hereof and (vii) Transfer Taxes for which Seller is liable under Section 10.01(a); provided, however, that no Liability for Taxes shall constitute an Excluded Tax Liability to the extent (i) it was taken into account as a liability on the Final Statement, (ii) it arises from or is attributable to any breach by Buyer or any of its Affiliates of any Tax covenant under Article X of this Agreement or (iii) it arises from any action or transaction by Buyer or any of the Acquired Companies (or any of their respective Affiliates) outside of the ordinary course of business occurring after the Closing and either on the Closing Date or on or before the Effective Time.

Excluded Tax Liabilities has the meaning set forth in Schedule G;

Excluded Tax Liabilities means all Income Taxes other than Pass-Through Entity Level Income Taxes arising out of the TWIC Broadband Business.

Excluded Tax Liabilities means (i) any and all Taxes owing to any Governmental Authority, in each case which are imposed on, or are attributable to the operations, assets, revenues, sales, payroll or income of, (a) except to the extent attributable to the Business for taxable periods, or portions of taxable periods, beginning after the Closing Date, EME or its Affiliates (other than the Acquired Companies) for any Taxable period, or (b) any Acquired Company with respect to any Taxable period, or a portion of a Taxable period (including quarterly estimated Tax periods) ending on or prior to the Closing Date, but excluding those Taxes (other than those specified in the following clause (ii)) that are not due and payable until after the Closing Date if such Taxes may be paid after the Closing Date without interest or penalty, (ii) without limiting any rights of EME pursuant to Section 9.5(c) or Section 9.5(d), (a) any Income Taxes payable by EME or any Acquired Company as a result of the Transaction or in respect of any cancellation of indebtedness income recognized in connection with the consummation of any of the transactions set forth in the Plan, and (b) any and all Taxes related to transactions undertaken pursuant to Section 1.8 or Section 4.8, or to the conversion of the Wholly Owned Companies to limited liability companies hereunder or (iii) any liability in respect of Taxes described in the preceding clauses (i) and (ii) as a result of the application of U.S. Treasury Regulation § 1.1502-6 or any comparable provision of state, local or foreign Law, as a transferee or successor.