Indemnifiable Tax Cost definition

Indemnifiable Tax Cost means any increase in Taxes paid by, or any ---------------------- interest or penalties that are imposed on, BCBSKS or its Affiliates following the Closing Date, and all reasonable out-of-pocket fees and expenses incurred in connection with the assessment or collection thereof, that are (i) attributable to the disallowance of a position reflected on a Return filed by BCBSKS prior to the Closing Date for which a reserve has been established pursuant to Section 2.08(b)(iv) (but only to the extent of the amount of such reserve), or (ii) attributable to the disallowance of the Policyholder Committee's position with respect to any Tax Escrow Dispute (as reflected on a return filed with respect to BCBSKS that meets the requirements of Section 7.05(a)).
Sample 1
Indemnifiable Tax Cost means the cost to the Company of any ---------------------- taxes referred to in Section 3.10 of the Disclosure Schedules that have not been paid as of November 30, 1998 or any interest, penalties or fines relating to such unpaid taxes, net of the U.S.$ 5,823,000 reserve for such unpaid taxes on the Company's balance sheet as of November 30, 1998.
Sample 1

Related to Indemnifiable Tax Cost

  • Indemnifiable Tax means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

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

  • Applicable Taxes means the Goods and Services Tax (GST), the Harmonized Sales Tax (HST), and any provincial tax, by law, payable by Canada such as, the Quebec Sales Tax (QST) as of April 1, 2013.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Applicable Tax Law means any Applicable Law relating to Taxes, including regulations and other official pronouncements of any Governmental Entity or political subdivision of such jurisdiction charged with interpreting such Applicable Law.

  • Tax Indemnitee means (a) WTNA and Mortgagee, (b) each separate or additional trustee appointed pursuant to the Trust Indenture, (c) each Note Holder and (d) the respective successors, assigns, agents and servants of the foregoing.

  • UK Tax Deduction means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document.

  • Excise Tax means the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

  • Gross-Up Amount has the meaning set forth in definition of “Make Whole Amount.”

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Excise Taxes see Section 5.1.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Indemnified Tax means (a) any Tax other than an Excluded Tax and (b) to the extent not otherwise described in clause (a), Other Taxes.

  • 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.

  • Tax Benefit means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Pre-Tax Earnings means the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • Applicable Tax Rate means (a) 40% or (b) if, at the time of the relevant distribution described in Section 7.6(f) herein, the highest combined federal, state and local marginal rate applicable to corporate taxpayers residing in New York City, New York, taking into account the deductibility of state and local income taxes for federal income tax purposes shall exceed 40%, such higher rate.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • Base Tax Year means the property tax levy year used