Indemnified Pre-Closing Reorganization Taxes definition

Indemnified Pre-Closing Reorganization Taxes means, for any applicable Purchased Company, (A) withholding taxes (and any assessments, charges and other amounts relating thereto, together with any interest, penalties or other related amounts levied, assessed or imposed by any Governmental Entity) under applicable Tax Laws arising in respect of the approximate US$5.8-6.25M dividend envisioned under the Pre-Closing Reorganization noted in paragraph 4 of Schedule 9.6, (B) the first C$200,000 of taxes (and any assessments, charges and other amounts relating thereto, together with any interest, penalties or other related amounts levied, assessed or imposed by any Governmental Entity) arising in respect of any part of the approximate US$5.8-6.25M dividend envisioned under the Pre-Closing Reorganization noted in paragraph 4 of Schedule 9.6 that is deemed not to be coming from "exempt surplus" under applicable Tax Laws, and (C) the first C$100,000 of taxes (and any assessments, charges and other amounts relating thereto, together with any interest, penalties or other related amounts levied, assessed or imposed by any Governmental Entity), not already included in (A) and (B) above, and excluding any taxes arising from the foreign exchange gain on the repayment by Sxxxxxxx Technologies to Sxxxxxxx Technologies Inc. (a New York company), otherwise arising in respect of the Pre-Closing Reorganization;
Sample 1

Related to Indemnified Pre-Closing Reorganization Taxes

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

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

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

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.

  • Closing Merger Consideration has the meaning set forth in Section 2.02