Overlap Period Taxes definition

Overlap Period Taxes means any Taxes (other than Seller Income Taxes) imposed on or with respect to the Project Assets or Seller for an Overlap Period.
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Overlap Period Taxes has the meaning given to it in Section 8.4 of this Agreement.
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Overlap Period Taxes shall have the meaning set forth in Section 5.1(b) hereof.
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Examples of Overlap Period Taxes in a sentence

  • Any refund or credit of Pre-Closing Taxes or Overlap Period Taxes paid by the Sellers shall be for the benefit of the Sellers.

  • In the event Purchaser, Sellers or Former Tax Parent receives written notice of any audit, examination, claim, settlement, proposed adjustment, administrative or judicial proceeding, or other matter (“Tax Claim”) related to any Pre-Closing Taxes, Transfer Taxes or Overlap Period Taxes, Purchaser, Sellers or Former Tax Parent, as the case may be, shall notify the other Parties in writing as soon as reasonably practical (but in no event more than ten (10) Business Days) after receipt of such notice.

  • The Purchasers agree that, in the event the Purchasers or any Purchased Entity receive notice in writing of any examination, claim, settlement, proposed adjustment, administrative or judicial proceeding, or other matter related to any Pre-Closing Taxes or Overlap Period Taxes for which the Sellers may be liable under Section 9.2(b), the Purchasers will notify the Sellers in writing promptly after receipt of such notice.

  • Purchaser shall cooperate with Sellers by giving them and their representatives, on prior reasonable notice, reasonable access and cooperation during normal business hours to all information, books and records pertaining to Transfer Taxes, Pre-Closing Taxes and Overlap Period Taxes.

  • Under the PCB rules in part 761 of Reference (m), intact electrical PCB items may continue to be used and serviced throughout their useful life, if they are used in a totally enclosed manner that results in no PCB exposure to humans or the environment (i.e., non- leaking, safe to handle).

  • In the event Purchaser or Sellers receives written notice of any examination, claim, settlement, proposed adjustment, administrative or judicial proceeding, or other matter ("Tax Claim") related to any Pre-Closing Taxes, Transfer Taxes or Overlap Period Taxes, Purchaser or Sellers, as the case may be, shall notify the other Parties in writing as soon as reasonably practical (but in no event more than ten (10) Business Days) after receipt of such notice.

  • Sellers and Buyer will make available to each other and to any taxing authority, and will cause to be made available (if necessary), all information, records or documents relating to the liability or potential liability for Pre-Closing Taxes, Overlap Period Taxes and Post-Closing Taxes during normal business hours as reasonably requested.

  • Any refund or credit of Van Keuren for Pre-Closing Taxes or Overlap Period Taxes shall be for the benefit of Sellers, and Buyer shall pay any such refund to Sellers within thirty (30) days after Van Keuren receives such refund or actually realizes the benefit of such refund or credit.

  • After the Closing, Sellers and Purchaser will make available to each other as requested, all information, records, or documents relating to liability or potential liability for Pre-Closing Taxes, Overlap Period Taxes and Transfer Taxes and will preserve such information, records or documents until thirty (30) days after the expiration of the applicable statute of limitations (including extensions) with respect to such Taxes.

  • Purchaser shall cooperate with Sellers and Former Tax Parent by giving them and their representatives, on prior reasonable notice, reasonable access and cooperation during normal business hours to all information, books and records pertaining to Transfer Taxes, Pre-Closing Taxes and Overlap Period Taxes.


More Definitions of Overlap Period Taxes

Overlap Period Taxes means any and all Taxes attributable to the Overlap Period.
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Overlap Period Taxes means any and all Taxes attributable to taxable periods beginning before and ending after the Closing Date.
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Related to Overlap Period Taxes

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).

  • Base Taxes means the Taxes payable for the Base Tax Year.

  • Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;

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

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Consolidated Tax Expense means, for any period, the tax expense of Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • Payroll Taxes means State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contributions Act (“FICA”).

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Allocation Year Means (i) the period commencing on the Closing Date and ending on December 31, 2006, (ii) any subsequent period commencing on January 1 and ending on the following December 31, or (iii) any portion of the period described in clause (ii) for which the Company is required to allocate Profits, Losses and other items of Company income, gain, loss or deduction pursuant to Article V.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Base Tax Year means the property tax levy year used

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

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

  • Tax Expense means, for any period, the tax expense (including federal, state, provincial, local, foreign, franchise, excise and foreign withholding taxes) of the Loan Parties and their Subsidiaries, including any penalties and interest relating to any tax examinations for such period, determined on a consolidated basis in accordance with GAAP.

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Incremental property taxes means the taxes as provided in Iowa Code sections 403.19 and 260E.4. “Industry” means a business engaged in interstate or intrastate commerce for the purpose of manufacturing, processing, or assembling products, conducting research and development, or providing services in interstate commerce, but excludes retail, health, or professional services. An industry is a business engaged in activities described as eligible in the Act rather than the generic definition encompassing all businesses in the state doing the same activities. An industry is considered to be a single, corporate entity or operating subdivision. An industry which closes or substantially reduces its operation in one area of the state of Iowa and relocates substantially the same operation in another area of the state is not eligible for a project. This definition does not prohibit a business from expanding its operations in another area of the state provided that existing operations of a similar nature are not

  • Property tax increment means the amount obtained by:

  • transition year means the financial year of an issuer or business in which the issuer or business changes its financial year-end;

  • Quarterly Period means each period of three (3) consecutive months ending on March 31, June 30, September 30, and December 31.

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

  • Tax increment revenues means the amount of ad valorem property taxes and specific local taxes attributable to the application of the levy of all taxing jurisdictions upon the captured assessed value of real and personal property in the zone. Tax increment revenues do not include any of the following: