Purchaser Tax Ruling definition

Purchaser Tax Ruling means a tax ruling or a series of tax rulings to be approved by the Israeli Tax Authorities to (x) confirm that dividends paid by the Company to Purchaser are exempt from withholding tax, (y) confirm that Purchaser shall be treated as a flow-through entity for Israeli tax purposes, and (z) that the Seller Dividend Portion Entitlement shall be deemed to have been paid directly by the Company to Seller regardless of the record date or payment date of such dividend.
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Purchaser Tax Ruling means a tax ruling or a series of tax rulings to be approved by the Israeli Tax Authorities to
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Related to Purchaser Tax Ruling

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • IRS Ruling shall have the meaning set forth in the Recitals.

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

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

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

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

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

  • 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.

  • 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.

  • 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.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • 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.

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

  • advance ruling means a decision provided by the Authority or the Appellate Authority to an applicant on matters or on questions specified in sub-section (2) of section 97 or sub-section (1) of section 100, in relation to the supply of goods or services or both being undertaken or proposed to be undertaken by the applicant;

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

  • Foreign Purchaser has the meaning assigned thereto in Section 8(d).

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.

  • 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.

  • Advance Ruling Certificate means an advance ruling certificate issued by the Commissioner of Competition pursuant to section 102 of the Competition Act with respect to the transactions contemplated by this Agreement.

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

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

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

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

  • 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.

  • 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.