Retained Taxes means any Liability for Taxes (in each case, including, for the avoidance of doubt, any Liability for Taxes that accrued or were otherwise imposed, but not paid, in a Pre-Closing Tax Period) (i) arising from or related to the Seller’s ownership or operation of the Business or the Acquired Assets, except to the extent of any Assumed Taxes, (ii) of Seller (or for which Seller or any of its Affiliates are otherwise liable, including as a transferee, successor, by contract or otherwise, or arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having included or required to be included in any Tax Return related thereto), except to the extent of any Assumed Taxes, or (iii) in respect of any Excluded Assets. For the avoidance of doubt, Transfer Taxes shall be governed by Section 6.5(a).
Retained Taxes means any Taxes of the Acquired Entities for (a) any Pre-Closing Tax Period and (b) the portion of any Straddle Period relating to Seller’s Pre-Closing Tax Period, as further set forth pursuant to Section 9.2 that are not Assumed Taxes.
Retained Taxes means any and all (a) income, franchise or similar Taxes of Sellers or any of their Affiliates (other than the Transferred Entities) for any taxable period; (b) Taxes of Sellers not arising out of the Business (including Taxes arising out of the Retained Liabilities or Retained Assets) for any taxable period; (c) Taxes relating to the Business, including Taxes of, or otherwise imposed on, the Transferred Entities, for any taxable period ending on or prior to the day prior to the Closing Date; (d) Taxes relating to the Business for any Straddle Period, which are allocable pursuant to Section 5.15(b), to the portion of such period ending on the day prior to the Closing Date; and (e) Taxes of any other Person (other than the Transferred Entities) for which the Transferred Entities may be liable by reason of being a member of a consolidated, combined, unitary or affiliated group that includes such other Person or otherwise joining in a fiscal unity prior to the Closing, by reason of entering into a Tax sharing, Tax indemnity or similar agreement with such other Person prior to the Closing or by reason of transferee or successor liability arising in respect of a transaction undertaken prior to the Closing. For avoidance of doubt “Retained Taxes” shall not include Transfer Taxes, the payment of which is shared by Purchasers and Sellers pursuant to Sections 5.7 or any VAT payable on the sale of the Purchased Assets relating to the UK Business which shall be governed by Section 5.15(h).
Examples of Retained Taxes in a sentence
Sellers, at their sole cost and expense, shall control any audits or other proceedings relating to Retained Taxes.
All refunds for any Retained Taxes (including all refunds of any Target Company for a Pre-Closing Tax Period) (whether in the form of cash received or a credit or offset against Taxes otherwise payable) to the extent not included in the Closing Working Capital Balance shall be for the benefit of Weatherford.
Parent shall be responsible for any and all Federal Income Taxes due with respect to, attributable to or required to be reported on any Combined Return; provided, however, that UpstreamCo shall be responsible for any such Federal Income Taxes that are UpstreamCo Retained Taxes.
Acquiror shall provide (and shall cause the other Buyers and their Affiliates to provide) Weatherford, and Weatherford shall provide (and shall cause the Sellers to provide) Acquiror, with the right, at reasonable times and upon reasonable notice, to have access to and to copy and use any records or information, and to have access to any employees, that may be relevant for the preparation of any Returns relating to Retained Taxes for Pre-Closing Tax Periods (or Straddle Periods).
With respect to real, personal and intangible property Taxes imposed on the Transferred Assets for a Straddle Period, the portion of such property Taxes that are treated as Retained Taxes for which Seller is liable under this Agreement shall be equal to the amount of such property Taxes multiplied by a fraction, the numerator of which is the number of days in such Straddle Period that includes and ends on the Closing Date and the denominator of which is the number of days in such Straddle Period.
More Definitions of Retained Taxes
Retained Taxes means any Liability for Taxes (i) of any and all Sellers and their respective Subsidiaries (or for which any Seller or any of their Affiliates (other than those Subsidiaries which are listed on Schedule 1.1(a)) are otherwise liable, including as a transferee, successor, by contract or otherwise pursuant to applicable Law, or arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having included or required to be included in any Tax Return related thereto), or (ii) in respect of any Excluded Assets. For the avoidance of doubt, Retained Taxes shall not include the Assumed Taxes.
Retained Taxes means any and all (a) Taxes (other than non-Income Taxes relating to the Business or the Transferred Assets) imposed on or incurred by any Sellers or Seller Affiliate (other than the Transferred Entities) for any taxable period and (b) Taxes imposed on or incurred by any Transferred Entity (and non-Income Taxes relating to the Business or the Transferred Assets) with respect to any taxable period ending on or prior to the Closing Date (including such Taxes for any Straddle Period which are allocable pursuant to Section 10.3(d) to the portion of such period ending on or prior to the Closing Date). For the avoidance of doubt, (i) “Retained Taxes” shall be deemed to include any Taxes not relating to the Business or arising as a result of (A) actions taken by Sellers or the Transferred Entities on the Closing Date prior to the Closing to the extent such actions are not taken in the ordinary course of business, (B) Pre-Closing Restructuring (as defined in Section 1.4(b)), (C) the termination of the domination and profit transfer agreement and the exit of the German fiscal unity (as described in Section 10.3(j)), or (D) any Seller or any Affiliate of any Seller, including any Transferred Entity, having responsibility for Taxes of any Person as a result of being a transferee or successor before the Closing Date, a Contract entered into before the Closing Date (other than non-Income Taxes arising in connection with a Contract entered into in the ordinary course of business containing customary terms and conditions with respect to responsibility for such non-Income Taxes), or being a member of a consolidated, combined, unitary or affiliated group or fiscal unity before the Closing Date, and (ii) “Retained Taxes” shall not include (A) Taxes arising as a result of actions taken by Purchaser or the Transferred Entities on the Closing Date after the Closing to the extent such actions are not taken in the ordinary course of business, and (B) Transfer Taxes (defined in and covered by Section 12.1).
Retained Taxes shall not include (A) Taxes arising as a result of actions taken by Purchaser or the Transferred Entities on the Closing Date after the Closing to the extent such actions are not taken in the ordinary course of business, and (B) Transfer Taxes (defined in and covered by Section 12.1).
Retained Taxes shall have the meaning set forth in Section 2(d)(i).
Retained Taxes means (i) Liabilities for Taxes relating to, or in respect of, the Transferred Assets in respect of any Pre-Closing Tax Period, and, with respect to any Straddle Period, all Liabilities for Taxes relating to, or in respect of, the Transferred Assets allocable to the portion of such taxable period ending on the Closing Date as provided in Section 7.8.3, (ii) all Taxes of Seller or any of its Affiliates for any taxable period, whether directly, as transferee or
Retained Taxes means any Liability for Taxes (i) arising from or related to the Sellers’ ownership or operation of the Business or the Acquired Assets except to the extent of any Assumed Taxes, (ii) of any and all Sellers (or for which any Seller or any of their Affiliates are otherwise liable, including as a transferee, successor, by contract or otherwise, or arising as a result of being or having been a member of any consolidated, combined, unitary or other group or being or having included or required to be included in any Tax Return related thereto), except to the extent of any Assumed Taxes or (iii) in respect of any Excluded Assets. For the avoidance of doubt, Transfer Taxes shall be governed by Section 6.5(a).
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.