Extra Taxes definition

Extra Taxes shall have the meaning set forth in Section 5.02(b) of this Lease.

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Extra Taxes means all Federal Income Taxes, if any, payable by the Seller and/or the Other Affiliates in respect of the Pre-Closing Period in excess of the Seller Group's Ordinary Taxes. "SELLER GROUP'S ORDINARY TAXES" means all Federal Income Taxes that an Affiliated Group comprising the Seller and its Subsidiaries other than the Companies (the "SELLER GROUP") would have been required to pay for the Pre-Closing Period if the transactions contemplated by this Agreement had been consummated on the Effective Date, rather than on the Closing Date, as a sale and purchase of the Shares without any Section 338(h)(10) Election being made.

Extra Taxes has the meaning set forth in Section 5(t)(ii).

Examples of Extra Taxes in a sentence

Tenant shall pay to Landlord such Extra Taxes within thirty (30) days after issuance of the Tax Statement as set forth above.
Any Extra Taxes due for a period of less than a full year shall be ratably apportioned.
Tenant shall not be liable for any Extra Taxes attributable to the extraordinary improvements constructed for any other tenant for which the taxing authority has assigned an increase in valuation in computing the Assessed Valuation.
Any Extra Taxes (as defined below) shall be the responsibility of and be paid by the Buyer, and, notwithstanding any other allocation of Tax liabilities set forth in this Agreement, no Extra Taxes shall be borne by or be the responsibility of the Seller or any Other Affiliate.
The Buyer shall indemnify and hold the Seller and each Other Affiliate harmless with respect to all Extra Taxes incurred or paid by the Seller or such Other Affiliate (as the case may be).
If between the date of this Agreement and the Conversion (which shall occur one Business Day prior to the Closing Date) any of the parties (or any of their respective advisers) determines that Extra Taxes actually may be incurred by virtue of the Conversion, such party shall notify the other party promptly and the Purchaser may require a 338(h)(10) election be taken in lieu of a Conversion, in which event the Agreement will be revised accordingly.
Base Rent, Tenant’s Electricity Charge, Tax Increase Amount, Extra Taxes, Operating Cost Increase Amount (each as defined herein) and any other charges payable to Landlord hereunder.
Tenant shall not be liable for any Extra Taxes attributable to the improvements of any other tenant in the Building.
Tenant shall not be liable for any Extra Taxes attributable to the improvements of any other Tenant.
Tenant shall not be liable for any Extra Taxes attributable to the improvements of any other tenant in the Building.

More Definitions of Extra Taxes

Extra Taxes means the excess (on a fully grossed-up after-Tax basis), if any, of (A) any Taxes actually paid by S▇▇▇▇▇▇ or Holdings on the sale of all of the units of the Company pursuant to a transaction whereby the Company prior to the Closing effects a Conversion over (B) the actual amount of Taxes that would have been paid by S▇▇▇▇▇▇ or Holdings on the sale of all of the capital stock of the Company pursuant to a transaction in which the Company, in lieu of a Conversion, remained a corporation and an election under Section 338(h)(10) of the Code was made by the parties. If between the date of this Agreement and the Conversion (which shall occur one Business Day prior to the Closing Date) any of the parties (or any of their respective advisers) determines that Extra Taxes actually may be incurred by virtue of the Conversion, such party shall notify the other party promptly and the Purchaser may require a 338(h)(10) election be taken in lieu of a Conversion, in which event the Agreement will be revised accordingly. S▇▇▇▇▇▇ and Holdings shall take any reasonable action requested in writing by Purchaser, including taking a position on a Tax Return, to minimize the amount of Extra Taxes; provided that any such action that would have an adverse effect on either S▇▇▇▇▇▇ or Holdings in the reasonable good faith judgment of S▇▇▇▇▇▇ or Holdings shall be deemed not to constitute a reasonable action for purposes of this sentence. Purchaser shall have the right to review and comment on any Tax Return of S▇▇▇▇▇▇ or Holdings that reflects any Extra Taxes, and S▇▇▇▇▇▇ shall give good faith consideration to any such comments offered by Purchaser.