Retained Tax Liabilities means: (i) all Taxes of Skyline for any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, Taxes attributable to the portion of such taxable period ending on and including the Closing Date as determined under Section 4.2(c); (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group attributable to Skyline (or any predecessor of Skyline) being or having been a member of such group on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (iii) any and all Taxes of any person imposed on Skyline arising under the principles of transferee or successor liability or by contract, attributable to an event or transaction occurring before the Closing Date.
Retained Tax Liabilities means (i) Taxes imposed upon Seller or any of the Retained Subsidiaries, (ii) Taxes for which an Acquired Entity (or any successor) is liable by virtue of (a) being a member of a tax group prior to Closing, including any such liability under U.S. Treasury Regulation Section 1.1502-6 or (b) a contract, including any Taxes related to any indemnification, Tax Sharing Agreement or similar agreement, but excluding any commercial contract or agreement the primary purpose of which does not relate to Tax matters, (iii) Taxes imposed on any Acquired Entity as a result of the Pre-Closing Reorganization, (iv) U.S. federal income tax, if any, of an Acquired Entity imposed on income or gain recognized by such Acquired Entity for U.S. federal income tax purposes in the transactions deemed to occur by reason of the Section 338(g) election made with respect to such Acquired Entity pursuant to this Agreement, and (v) Income Taxes imposed on any Acquired Entity (or any successor) for a taxable period ending on or before the Closing Date or relating to the pre-Closing portion of any Straddle Tax Period (up to and including the Closing Date), provided that (A) Retained Tax Liabilities shall exclude any Taxes that would not arise but for any action, event, or transaction on the Closing Date but after the Closing that was taken by or at the direction of Buyer or any of its Affiliates (including, after the Closing, any Acquired Entity) outside the Ordinary Course and (B) any Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and any Apportioned Obligations shall, in each case, be paid in the manner set forth in Article 8.
Retained Tax Liabilities has the meaning set forth in Section 2.5(a) hereof.
Examples of Retained Tax Liabilities in a sentence
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.
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From and after Closing until the date that is ninety (90) days following the expiration of the applicable statute of limitations, Buyer shall indemnify Seller and any Retained Subsidiaries from and against (i) any Taxes (other than Retained Tax Liabilities) that are imposed on an Acquired Entity, (ii) any Taxes that are imposed on or with respect to any Purchased Asset for a Post-Closing Tax Period, or (iii) any Transfer Taxes for which Buyer is responsible pursuant to Section 8.05.
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 Liabilities
Retained Tax Liabilities means (i) Transfer Tax liabilities that are the responsibility of Seller pursuant to Section 7.8, (ii) liability for Tax imposed by Section 17941 and Section 17942 of the California Revenue and Taxation Code; and (iii) except to the extent accrued on the Closing Balance Sheet, Tax liabilities of the Business arising as a result of the Exhibit 2.1 pre-Closing operation of the Business. Retained Taxes shall not include those Transfer Tax liabilities that are the responsibility of Purchaser pursuant to Section 7.8.
Retained Tax Liabilities means, as of the Closing Date, all Tax Liabilities of Chucktaylor of any nature, other than (a) Tax Liabilities related to Tax contingencies or Tax exposures booked pursuant to FASB Interpretation No. 48, Accounting Standards Codification 740-10 or any other similar provision, (b) any Tax Liability associated with Chucktaylor's investment in Victory and (c) any Tax Liability resulting from Chucktaylor's disposition of Victory Preferred Stock and/or Victory Common Stock that are required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP.
Retained Tax Liabilities means (i) Taxes imposed upon Seller or any of the Retained Subsidiaries, (ii) Taxes for which an Acquired Entity (or any successor) is liable by virtue of (a) being a member of a tax group prior to Closing, including any such liability under U.S. Treasury Regulation Section 1.1502-6 or (b) a contract, including any Taxes related to any indemnification, Tax Sharing Agreement or similar agreement, but excluding any commercial contract or agreement the primary purpose of which does not relate to Tax matters, (iii) Taxes imposed on any Acquired Entity as a result of the Pre- Closing Reorganization, (iv) U.S. federal income tax, if any, of an Acquired Entity imposed on income or gain recognized by such Acquired Entity for U.S. federal income tax purposes in the transactions deemed to occur by reason of the Section 338(g) election made with respect to such Acquired Entity pursuant to this Agreement, and (v) Income Taxes imposed on any Acquired Entity (or any successor) for a taxable period ending on or before the Closing Date or relating to the pre-Closing portion of any Straddle Tax Period (up to and including the Closing Date), provided that (A) Retained Tax Liabilities shall exclude any Taxes that would not arise but for any action, event, or transaction on the Closing Date but after the Closing that was taken by or at the direction of Buyer or any of its Affiliates (including, after the Closing, any Acquired Entity) outside the Ordinary Course and (B) any Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and any Apportioned Obligations shall, in each case, be paid in the manner set forth in Article 8.
Retained Tax Liabilities means any and all liabilities for Taxes (whether or not remitted) of: (i) the Sellers or their Subsidiaries (including any Taxes arising in connection with the consummation of the transactions contemplated by this Agreement); (ii) the Sellers or any of their Subsidiaries attributable to any change in method of accounting of the Sellers or with respect to the Business, in each case relating to any taxable period (or portion thereof) ending on or before the Closing; (iii) any Person attributable to the Assigned Assets or the operation of the Business for any taxable period (or portion thereof) ending on or before the Closing; and (iv) any Person arising from or in connection with any Excluded Asset.
Retained Tax Liabilities means (i) Taxes imposed upon any Acquired Entity for a Pre-Closing Tax Period (including Straddle Tax Period Taxes as determined in accordance with Section 8.05 and any Taxes attributable to the Pre-Closing Reorganization), (ii) Seller Combined Taxes, (iii) Taxes for which an Acquired Entity (or any successor) is liable (a) by virtue of being a member of a Tax group prior to Closing, including any such liability under U.S. Treasury Regulation Section 1.1502-6 or (b) pursuant to a contract in existence at the Closing, including any Taxes related to any indemnification or similar agreement, but excluding any commercial contract or agreement the primary purposes of which does not relate to Tax matters, and (iv) Taxes of any other Person for which any Acquired Entity is liable as a transferee or successor to the extent that the events or transactions giving rise to such Taxes occurred on or before the Closing, provided that (A) Retained Tax Liabilities shall exclude any Taxes that would not arise but for any action, event, or transaction on the Closing Date but after the Closing that was taken by or at the direction of Buyer or any of its Affiliates (including, after the Closing, any Acquired Entity) outside the Ordinary Course and (B) any Transfer Taxes incurred in connection with the transactions contemplated by this Agreement and shall be paid in the manner set forth in Article 8.
Retained Tax Liabilities means any and all federal and state Income Taxes and sales, use, excise and similar Taxes (including, but not limited to, the Ohio Commercial Activity Tax, Washington Business & Occupation Tax, etc.) that are: (a) imposed on either Company Group Member or for which either Company Group Member may otherwise be liable (including pursuant to a voluntary disclosure agreement in effect on the Closing Date or which is made with the consent of the Archway Representative, which consent shall not be unreasonably withheld, conditioned or delayed), for any Pre-Closing Tax Period and for the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 9.4(a)(iii); (b) of any Consolidated Group of which either Company Group Member (or any predecessor thereof) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local Law; (c) that are social security, Medicare, unemployment or other employment or withholding Taxes owed as a result of payments made to Archway Parties in connection with this Agreement or otherwise; or (d) of any other Person for which either Company Group Member is or has been liable as a transferee or successor, by contract or otherwise; provided, however, that no such Tax will constitute a Retained Tax Liability (or otherwise constitute an Archway Party obligation) to the extent such Tax was included as a current liability in the final determination of Net Working Capital pursuant to Article III, provided, further that no such Tax will constitute a Retained Tax Liability to the extent such Tax arises solely as a result of any action or transaction undertaken by Buyer or any Affiliate thereof (including, without limitation, any election under Internal Code Section 338) after the Closing Date that would affect the Company’s liability for Taxes.
Retained Tax Liabilities means any Liability of the Seller, or otherwise imposed on the Purchased Assets or the Business of the Seller attributable to a Pre-Closing Tax Period, in respect of any Tax, including without limitation any liability of the Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as transferee or successor, by contract or otherwise, including any Taxes of the Seller arising in connection with the consummation of the transaction contemplated hereby, but excluding any Transfer Taxes and Asset Taxes to the extent such Taxes are specifically allocated to the Purchaser pursuant to Section 1.7.