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.

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Retained Tax or "Retained Taxes" means (i) 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) and (ii) any Income Tax or Income Taxes (other than Income Taxes of GB Canada), including in the case of both clauses (i) and (ii) any interest, penalty, or addition thereto, whether disputed or not.

Examples of Retained Tax in a sentence

The Town's obligations hereunder shall not constitute a general debt or a general obligation on the part of the Town or a charge against or pledge of the faith and credit or taxing power of the Town, but shall be payable solely from the Retained Tax Increment Revenues received by the Town, and any earnings thereon.
This Agreement shall not directly or indirectly or contingently obligate the Town to levy or to pledge any form of taxation whatever therefore or to make any appropriation for their payment, excepting the Town's obligation to assess Property Taxes and the pledge of the Retained Tax Increment Revenues 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.
All refunds for Taxes for any Retained Tax shall be for the sole benefit of Sellers and to the extent that Buyer (or any Affiliate thereof) receives a refund of any Retained Tax, Buyer shall promptly pay such refund (without interest, other than interest received from the applicable Governmental Authority, and net of any Taxes or other reasonable third-party out-of-pocket expenses incurred by Buyer in connection with the receipt of such refund) to Sellers.
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.
Notwithstanding anything to the contrary contained herein, the Town's obligations of payment hereunder shall be limited obligations of the Town payable solely from Retained Tax Increment Revenues and any earnings thereon, pledged therefore under this Agreement.
Each year during the term of this Agreement, commencing with the Town’s 2021 Fiscal Year and continuing thereafter for thirty (30) years to and including the Town’s 2050 Fiscal Year, the Town shall deposit into the Development Program Fund contemporaneously with each payment of Property Taxes during the term of this Agreement an amount equal to one hundred percent (100%) of that portion of the property tax payment constituting Retained Tax Increment Revenues.
All of the Retained Tax Increment Revenues will be allocated to the Developer (the “Developer Tax Increment Revenues”) and shall be deposited into the Developer Project Cost Account.
There shall be deposited into the Development Program Fund contemporaneously with the receipt of each payment of Property Taxes an amount equal to that portion of the Property Tax payment constituting Retained Tax Increment Revenues for the period to which the payment relates.
Notwithstanding any other provision of this Agreement, Seller shall have the right to control any Tax Proceeding relating any Taxes described in clause (i) or (ii) of the definition of Retained Tax Liabilities and Buyer shall have no rights with respect to any such Tax Proceeding.

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.

Retained Tax means any Liability for the following (whether such Liability is direct or as a result of transferee or successor liability, joint or several liability, pursuant to any Contract, pursuant to the filing of a Tax return, pursuant to an adjustment by a Governmental Authority or otherwise, and, in each case, whether disputed or not): (a) Taxes of any Seller Party (or any equityholder or Affiliate of any Seller Party) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period, (b) Taxes that arise out of the consummation of the Transactions, including one-half of any Transfer Taxes, (c) other Taxes of any Seller Party (or any equityholder or Affiliate of any Seller Party) of any kind or description (including any Liability for Taxes of any Seller Party (or any equityholder or Affiliate of any Seller Party) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of Contract or Law) and (d) any penalties for late filing or failure to file any Tax Returns of any Seller Party or related to the Business, the Purchased Assets or Assumed Liabilities in respect of or relating to any Pre-Closing Tax Period.

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.