Retained Tax definition

Retained Tax means any Liability for: (a) Taxes of Seller (or any equity holder or Affiliate of Seller), including, for the avoidance of doubt, Taxes that arise out of the consummation of the Transactions (including Transfer Taxes); and (b) Taxes relating to the Business, or the Purchased Assets for any Pre-Closing Tax Period.
Sample 1Sample 2Sample 3
Retained Tax means (i) any Tax relating to the Assets or Business for a Pre-Closing Tax Period (or portion of a Straddle Period ending on and including the Closing Date); (ii) any Tax of any Target Company for any Pre-Closing Tax Period (or portion of a Straddle Period ending on and including the Closing Date); (iii) any Tax of any member of any combined, consolidated, or unitary Tax group that includes Weatherford or any of its Affiliates (except Taxes of another Target Company) for which the Target Company is liable under Treasury Regulation Section 1.1502-6 (or analogous provision of state, local or foreign Law), (iv) Taxes of any Target Company for which it is liable or as a transferee or successor for a Pre- Closing Tax Period (or portion of a Straddle Period ending on and including the Closing Date) resulting from a transaction engaged in by such Target Company prior to the Closing Date; and (v) Taxes of any Target Company for any Pre-Closing Tax Period (or portion of a Straddle Period ending on and including the Closing Date) for which a Target Company is liable pursuant to a contract entered into by such Target Company prior to the Closing Date. Notwithstanding the foregoing sentence, Retained Taxes shall exclude (i) VAT and GST Taxes and Transfer Taxes (which, in each case, are governed by Section 6.2); (ii) Taxes to the extent reserved for as a liability in the Closing Working Capital Balance; and (iii) Taxes to the extent resulting from any transaction engaged in by any Target Company on the Closing Date but after the Closing that is outside of the normal course of business and not contemplated by this Agreement.
Sample 1
Retained Tax or "Retained Taxes" means (i) any Income Tax or Income Taxes (other than Income Taxes of GB Canada) and (ii) any transfer, transfer-gains, real property transfer, sales, excise, value-added or other similar tax incurred by reason of the transactions contemplated by this Agreement (including the transfer of the Acquired Assets to the Buyer), including in the case of both clauses (i) and (ii) any interest, penalty, or addition thereto, whether disputed or not.
Sample 1

Examples of Retained Tax in a sentence

  • The City's obligations hereunder shall not constitute a general debt or a general obligation on the part of the City or a charge against or pledge of the faith and credit or taxing power of the City, but shall be payable solely from the Retained Tax Increment Revenues received by the City, and any earnings thereon.

  • Except as otherwise expressly provided in this Agreement, the City's obligations of payment hereunder shall be limited obligations of the City payable solely from Retained Tax Increment Revenues and any earnings thereon, pledged therefor under this Agreement.

  • This Agreement shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor or to make any appropriation for their payment, excepting the City's obligation to assess property taxes upon the Project and the pledge of the Retained Tax Increment Revenues established under this Agreement.

  • Buyer shall use reasonable best efforts to collect any amounts available under insurance coverage (including any R&W Insurance Policy) for any Retained Tax Liabilities payable prior to seeking any recovery from Seller.

  • Instead of serving every- one, they want to focus on their target group.

  • The Town shall deposit into the Developer Project Cost Sub-account of the Development Program Fund within ten (10) days after each payment of Property Taxes with respect to Real Estate located in the District, an amount equal to that portion thereof constituting Retained Tax Increment Revenues - Developer’s Share for the period to which the payment relates.

  • The Property Taxes paid with respect to the Captured Assessed Value shall be retained as Retained Tax Increment Revenues.

  • The City agrees that all one hundred percent (100%) of the Retained Tax Increment Revenues shall constitute Company Tax Increment Revenues.

  • This Agreement shall not directly or indirectly or contingently obligate the Town, the State of Maine, or any other municipality or political subdivision to levy or to pledge any form of taxation or to levy or to make any appropriation for their payment, excepting the Town's obligation to levy property taxes upon the Project and the pledge of the Retained Tax Increment Revenues, and earnings thereon, established under this Agreement.

  • The Town shall annually allocate an amount equal to no less than one hundred percent (100%) of the amount of the Retained Tax Increment Revenues so deposited in the Development Program Fund to the Developer Project Cost Account.


More Definitions of Retained Tax

Retained Tax means any Liability for the following Taxes (whether such Liability is direct or as a result of transferee or successor liability, joint and/or several liability, pursuant to a Contract or other agreement, pursuant to the filing of a Tax return, pursuant to an adjustment by a Governmental Authority, by means of withholding, or otherwise, and, in each case, whether disputed or not): (i) Taxes of Seller and of any Equityholder (including all income Taxes of Seller and of any Equityholder); (ii) Taxes that relate to the Company, the Purchased Assets, the Business, or any Transferred Employee for any Pre-Closing Tax Period that are not Assumed Taxes; and (iii) any Taxes of another Person payable pursuant to any Contracts for any Pre-Closing Tax Period. For avoidance of doubt, no Transfer Tax shall be a Retained Tax and Transfer Taxes shall be governed by Section 2.9.
Sample 1
Retained Tax means (i) any Tax relating to the Assets or Business for a Pre-Closing Tax Period (or portion of a Straddle Period ending on and including the Closing Date); (ii) any Tax of any Target Company for any Pre-Closing Tax Period (or portion of a Straddle Period ending on and including the Closing Date); (iii) any Tax of any member of any combined, consolidated, or unitary Tax group that includes Weatherford or any of its Affiliates (except Taxes of another Target Company) for which the Target Company is liable under Treasury Regulation Section 1.1502-6 (or analogous provision of state, local or foreign Law), (iv) Taxes of any Target Company for which it is liable or as a transferee or successor for a Pre-Closing Tax Period (or portion of a Straddle Period ending on and including the Closing Date) resulting from a transaction engaged in by such Target Company prior to the Closing Date; and (v) Taxes of any Target Company for any Pre-Closing Tax Period (or portion of a Straddle Period ending on and including the Closing Date) for which a Target Company is liable pursuant to a contract entered into by such Target Company prior to the Closing Date. Notwithstanding the foregoing sentence, Retained Taxes shall exclude (i) VAT and GST Taxes and Transfer Taxes (which, in each case, are governed by Section 6.2); (ii) Taxes to the extent reserved for as a liability in the Closing Working Capital Balance; and (iii) Taxes to the extent resulting from any transaction engaged in by any Target Company on the Closing Date but after the Closing that is outside of the normal course of business and not contemplated by this Agreement.
Sample 1

Related to Retained Tax

  • Excluded Tax means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient (a) Taxes imposed on or measured by net income (however denominated, and including branch profits taxes) and franchise taxes, in each case (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed on any Recipient as a result of a present or former connection between such Recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising from any such Recipient having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, any Credit Document, or sold or assigned an interest in any Credit Document or Loan); (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which such Lender (i) acquires such interest in the Loan or Commitment or otherwise becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) changes its lending office, except in each case, to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes that are attributable to the failure by any Recipient to deliver the documentation required to be delivered pursuant to Section 2.20(f) or Section 2.20(g); and (d) Taxes imposed under FATCA.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • 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.

  • 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.

  • Indemnified Tax means (a) any Tax other than an Excluded Tax and (b) to the extent not otherwise described in clause (a), Other Taxes.

  • Related Taxes means, without duplication (including, for the avoidance of doubt, without duplication of any amounts paid pursuant to any Tax Sharing Agreement):

  • Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

  • After-imposed tax means any new or increased tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, other than excepted tax, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date.

  • 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.

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.

  • Agreement combined tax rate means the sum of the tax rates:

  • 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.

  • 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.

  • Indemnified Taxes means Taxes other than Excluded Taxes.

  • Non-Excluded Tax has the meaning specified in Section 3.03.

  • input tax , in relation to a vendor, means—

  • Special Tax means the special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement.

  • Value Added Taxes means such sum as shall be levied upon amounts payable to the Consultant under this Contract by any Governmental Authority that is computed as a percentage of the amounts payable to the Consultant (including all other Taxes but excluding Value Added Taxes), and includes the HST, and any similar tax, the payment or collection of which, by the legislation imposing such tax, is an obligation of the Consultant.

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • value added tax means value added tax charged in accordance with the Value Added Tax Act 1994.

  • Qualified taxpayer means a person that either owns the resource to be rehabilitated or has a long-term lease agreement with the owner of the historic resource and that has qualified expenditures for the rehabilitation of the historic resource equal to or greater than 10% of the state equalized valuation of the property. If the historic resource to be rehabilitated is a portion of an historic or nonhistoric resource, the state equalized valuation of only that portion of the property shall be used for purposes of this subdivision. If the assessor for the local tax collecting unit in which the historic resource is located determines the state equalized valuation of that portion, that assessor's determination shall be used for purposes of this subdivision. If the assessor does not determine that state equalized valuation of that portion, qualified expenditures, for purposes of this subdivision, shall be equal to or greater than 5% of the appraised value as determined by a certified appraiser. If the historic resource to be rehabilitated does not have a state equalized valuation, qualified expenditures for purposes of this subdivision shall be equal to or greater than 5% of the appraised value of the resource as determined by a certified appraiser.

  • Non-Excluded Taxes as defined in Section 2.20(a).

  • integrated tax means the integrated goods and services tax levied under the Integrated Goods and Services Tax Act;

  • Unqualified Tax Opinion means an unqualified “will” opinion of a law firm of nationally recognized standing in the field of taxation. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.