Income Tax Claim definition

Income Tax Claim has the meaning set forth in Section 10.4.
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Income Tax Claim means any claim with respect to Income Taxes made by any Taxing Authority that, if pursued successfully, would reasonably be expected to serve as the basis for a claim for indemnification under Section 8.4.
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Income Tax Claim has the meaning given to such term in Section 9.5(f).
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Examples of Income Tax Claim in a sentence

  • Alleghany will have the right, at its option, upon timely notice to HTI Acquisition, to assume at its own expense control of any audit or other defense of any Income Tax Claim with its own counsel.

  • If a claim is made or threatened by any Taxing Authority that, if successful, may result in an indemnity payment under Section 10.3 (an "Income Tax Claim"), HTI Acquisition shall notify Alleghany stating the nature and basis of such claim, and the amount thereof, to the extent known.

  • Alleghany's right to control an Income Tax Claim will be limited to issues in respect of which amounts in dispute would be paid by Alleghany or for which Alleghany would be liable pursuant to Section 10.3. Costs of such Income Tax Claims are to be borne by Alleghany unless the Income Tax Claim relates to a Straddle Period, in which event such costs shall be fairly apportioned.

  • Such notice shall specify in reasonable detail the basis for such Income Tax Claim and shall include a copy of the relevant portion of any correspondence received from the Taxing Authority.

  • HTI Acquisition, the Company and the Company Subsidiaries at their own expense shall cooperate with Alleghany in contesting any Income Tax Claim, which cooperation shall include the retention and, upon Alleghany's request, providing of records and information that are reasonably relevant to such Income Tax Claim and making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder.

  • Seller shall not settle or compromise any such audit, examination or proceeding with respect to any Tax Claim that it controls pursuant to this Agreement (other than an audit, examination or proceeding with respect to an Income Tax Claim) without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed), to the extent such settlement or compromise could reasonably be expected to adversely affect Purchaser or its affiliates.

  • For the avoidance of doubt, if a Tax Claim relates to Seller’s U.S. Federal Income Taxes or to state Income Taxes in states where Seller filed combined or consolidated Tax Returns that included the Transferred Entity or the operations of the Business (such Tax Claim, an “Income Tax Claim”), Seller shall control fully all proceedings in connection with any such Income Tax Claim and shall have complete authority and discretion to settle any such Income Tax Claim without the consent of Purchaser.

  • Seller may deliver a notice simultaneously to Escrow Agent and Purchaser directing the Escrow Agent to deliver all or any portion of the Holdback to the IRS or the United States Treasury in satisfaction of, or as a deposit with respect to, any Contingent Federal Income Tax Claim (a "Tax Disbursement Notice").

Related to Income Tax Claim

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Tax Claim has the meaning set forth in Section 6.05.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • Priority Non-Tax Claim means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

  • Income Tax means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

  • Priority Non-Tax Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Priority Tax Claims means Claims of governmental units of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • Non-Income Tax means any Tax other than an Income Tax.

  • Disallowed Claim means (a) a Claim, or any portion thereof, that has been disallowed by a Final Order or a settlement, (b) a Claim or any portion thereof that is Scheduled at zero or as contingent, disputed, or unliquidated and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, or (c) a Claim or any portion thereof that is not Scheduled and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.