Tax Indemnity means the indemnity in respect of certain Taxation matters referred to in clause 10;
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
Seller Taxes has the meaning set forth in Section 11.1(f).
Canadian Tax Act means the Income Tax Act (Canada), as amended.
Australian Tax Act means the Income Tax Assessment Act 1936 (Cth) (Australia) or the Income Tax Assessment Act 1997 (Cth) (Australia), as applicable.
Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.
Canadian Taxes has the meaning specified in Section 11.05.
Relevant Tax Authority means HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established;
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.
Indemnity Payment shall have the meaning set forth in Section 4.4(a).
Tax Indemnitee as defined in Section 3.01(5).
Tax roll means a permanent record of the taxes charged on property, as extended
non-taxable territory means the territory which is outside the taxable territory;
Transaction Taxes has the meaning set forth in Section 2.6.
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.
Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.
Tax Indemnifying Party shall have the meaning set forth in Section 7.6(d).
Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).
Agreement combined tax rate means the sum of the tax rates:
council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;
Local taxes means all taxes levied other than taxes levied for school operating purposes.
U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.
Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.