Pre-Completion Taxes definition

Pre-Completion Taxes means any and all liability(i) for Taxes (or the nonpayment thereof) of, or imposed upon, the companies of the Nubiola Group for any Pre-Completion Tax Period, (ii) for Taxes of any member of an affiliated, consolidated, combined, aggregate or unitary group of which any company in the Nubiola Group (or any predecessor of any such company) is or was a member (or is or was required to join as a member) on or prior to the Completion Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law, (iii) for Taxes of any person (other than such company in the Nubiola Group) imposed on such company as a transferee or successor, by Contract or pursuant to any Law, rule, or regulation, which Taxes relate to an event or transaction occurring before the Completion and (iv) for Taxes borne by the Sellers under clause 24.5 of this Agreement.
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Pre-Completion Taxes means (a) any and all Taxes for any Pre-Completion Tax Period (or portion thereof), (b) any Taxes of any member of a consolidated, unitary, combined, aggregate or similar group of which a Transferred Entity (or any predecessor of a Transferred Entity) is or was a member on or prior to the Completion Date, including any liability of the Transferred Entity for Taxes of any Person under any federal, state, provincial or local Applicable Law relating to liability for members of a consolidated, unitary, combined, aggregate or similar group (including pursuant to U.S. Treasury Regulations Section 1.1502-6 and corresponding provisions of any federal, state, provincial or local Applicable Law), (c) any Tax liability borne by a Transferred Entity under a Tax sharing, Tax indemnity, Tax allocation or similar agreement entered into on or before Completion (other than this Agreement or the Shareholders’ Agreement), (d) any loss or reduction of a right to repayment or decrease of Tax that has been shown as an asset or part of an asset in the Maple Leaf Completion Date Balance
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Pre-Completion Taxes has the meaning ascribed to it in Clause 13.2;
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Examples of Pre-Completion Taxes in a sentence

  • United shall be responsible for and shall pay any and all Pre-Completion Taxes with respect to the United Group Companies and the Acquired Territory Assets.

  • Maple Leaf shall be responsible for and shall pay any and all Pre-Completion Taxes with respect to the Maple Leaf Group Companies.


More Definitions of Pre-Completion Taxes

Pre-Completion Taxes means (a) any and all Taxes for any Pre-Completion Tax Period (or portion thereof), (b) any Taxes of any member of a consolidated, unitary, combined, aggregate or similar group of which a Transferred Entity (or any predecessor of a Transferred Entity) is or was a member on or prior to the Completion Date, including any liability of the Transferred Entity for Taxes of any Person under any federal, state, provincial or local Applicable Law relating to liability for members of a consolidated, unitary, combined, aggregate or similar group (including pursuant to U.S. Treasury Regulations Section 1.1502-6 and corresponding provisions of any federal, state, provincial or local Applicable Law), (c) any Tax liability borne by a Transferred Entity under a Tax sharing, Tax indemnity, Tax allocation or similar agreement entered into on or before Completion (other than this Agreement or the Shareholders’ Agreement), (d) any loss or reduction of a right to repayment or decrease of Tax that has been shown as an asset or part of an asset in the Maple Leaf Completion Date Balance 113 Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Confidential treatment has been requested with respect to the omitted portions. Double asterisks denote omissions. Sheet or the United Completion Date Balance Sheet, in either which case the amount of the Tax liability will be the amount of such repayment or decrease that is lost or reduced and any related payment of interest, fine, penalty or similar payment, and (e) any Tax liability as a transferee or successor, pursuant to any contractual obligation, or otherwise by operation of Applicable Law, in each case as a result of any event or transaction occurring prior to Completion, provided that Pre-Completion Taxes shall not include any Tax liability in respect of which provision or reserve has been made in the Maple Leaf Completion Date Balance Sheet with respect to any liability of Maple Leaf, its Affiliates, JV Newco and its Subsidiaries under this Agreement or the United Completion Date Balance Sheet with respect to any liability of United, its Affiliates, JV Newco and its Subsidiaries under this Agreement (to the extent taken into account in the calculation of the Maple Leaf Working Capital Adjustment or the United Working Capital Adjustment, as relevant, as finally determined pursuant to Section 2.9 or Sec...
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Related to Pre-Completion Taxes

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

  • Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

  • 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.

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

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • 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.

  • Production Tax Credit or “PTC” means the tax credit for electricity produced from certain renewable generation resources described in Section 45 of the Internal Revenue Code of 1986, as it may be amended or supplemented from time to time.

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

  • 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).

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

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

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

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

  • 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

  • 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 area means a geographic area created by the overlapping boundaries of one or more taxing entities.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • 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.

  • project completion period means the period of sixty (60) months commencing from and expiring on for the construction and obtaining of Temporary Occupation Permit or Permits for the whole of the Development as provided in clause 3.3;

  • 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.

  • non-taxable territory means the territory which is outside the taxable territory;

  • Project Completion Date means the date on which the Completion Certificate is issued;

  • 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;

  • Project Completion means completion of the Redevelopment in accordance with this Agreement to the state where the whole of the Morley Shopping Centre, as so redeveloped, is capable of occupation for its intended purpose;

  • Conveyance Taxes means sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.