Excluded Tax Liability definition

Excluded Tax Liability means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.

Excluded Tax Liability has the meaning set forth in Section 3.1(b)(ii).

Excluded Tax Liability means any losses arising out of or related to any Tax with respect to the business or activities of Seller Parent or its Subsidiaries (including any divested or discontinued business of Seller Parent or its Subsidiaries) other than the Business as conducted by the Acquired Companies as of the date hereof.

Examples of Excluded Tax Liability in a sentence

• LPC owns all of the Liberty Shares free and clear of any Lien or Encumbrance (other than those (x) arising under the Shareholder Arrangements, (y) arising under any Federal or state securities laws or arising in connection with an Excluded Tax Liability or (z) created by any Universal Party (collectively, "Liberty Permitted Encumbrances")).

• There is clear violation of article 14, 15 and 21 of theconstitution.

• Purchaser (or any Affiliate thereof) agrees to indemnify and hold harmless Sellers (or any Affiliate thereof) against the following Taxes and against any Loss incurred in contesting or otherwise in connection with any such Taxes: (i) any Taxes relating to the Business or the Transferred Assets other than any Excluded Tax Liability; or (ii) any Taxes relating to any breach by Purchaser (or any Affiliate thereof) of a warranty or representation or any covenant of this Agreement.

• Purchaser shall deliver to Seller, upon the incurrence of any Damages relating to an Excluded Tax Liability by Purchaser, written notice describing such Damages and stating the amount thereof, the amount of the indemnity payment requested and the first date on which Purchaser is required (without incurring interest or penalties) to make any payment with respect to or as a result of such Damages.

• Upon the incurrence of any Damages by Purchaser relating to an Excluded Tax Liability, Seller shall indemnify Purchaser against such Damages by paying to Purchaser in U.S. dollars an amount equal to the amount of such Damages.

More Definitions of Excluded Tax Liability

Excluded Tax Liability has the meaning set forth in Section 3.1(b)(iii). -------------------

Excluded Tax Liability has the meaning set forth in Section 2.4(l).

Excluded Tax Liability means: (i) Taxes of the Parent or any Seller with respect to any taxable period; (ii) all Taxes of the Parent or any Seller related to or arising from the transactions contemplated under this Agreement or any other Transaction Document (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 9.5.2); (iii) all Taxes that are the responsibility of Parent or any Seller pursuant to Section 8.12; and (iv) all Taxes asserted against or with respect to the Assets or the Business for any Pre-Closing Period.

Excluded Tax Liability means the following Losses: (i) all liabilities for Taxes and related Losses now or hereafter owed by Sellers (or any Affiliate thereof), including (but not limited to) any liability for Taxes owed by Sellers as a result of the transfers described in Sections 2.2, 2.4 and 2.5 of this Agreement, except for any liabilities for Taxes relating to the Transferred Assets with respect to any Tax period or portion thereof beginning after the Closing Date; (ii) all liabilities for Taxes and related Losses relating or attributable to the Business or the ownership, use or operation of the Transferred Assets for any Tax period or portion thereof ending on or before the Closing Date; or (iii) all liabilities for Transfer Taxes allocated to Sellers (or any Affiliate thereof) pursuant to Section 9.1(c), provided, however, that no liability for Taxes or related Losses shall constitute an Excluded Tax Liability to the extent it is shown on the Final Closing Statements.

Excluded Tax Liability means all Income Taxes relating to or arising out of, or resulting from the ownership or operation of the Transferred Systems.

Excluded Tax Liability has the meaning given in the Warranty & Indemnity Insurance;

Excluded Tax Liability means a Liability for Tax to the extent that the W&I Insurer is not liable for such a liability as a result of Clause 4 of the W&I Policy