Section 338 Taxes definition

Section 338 Taxes means any Taxes that would not have been imposed but for the Section 338(h)(10) Elections or any elections under state, local or other Tax law that are required to be made or deemed to have been made as a result of any Section 338(h)(10)

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Section 338 Taxes means Taxes imposed by any taxing jurisdiction with respect to which a Section 338(h)(10) Election is expressly made in accordance with paragraph (e) of Section 8.1, to the extent such Taxes are imposed as a result of such Section 338(h)(10) Election.

Section 338 Taxes has the meaning set forth in Section 6(e)(xiii) hereof.

Examples of Section 338 Taxes in a sentence

For the avoidance of doubt, no provision in this Agreement shall be read to require Buyer to pay over any amount of Taxes to Aon that has been reflected as a receivable (or netted against a Tax liability) in the Net Worth Adjustment Report or to require Buyer to indemnify Aon for any Taxes that would be treated as Section 338 Taxes as well as being treated under another provision of this Section 8.1.
Notwithstanding anything in this Agreement to the contrary, Seller shall be liable for all Section 338 Taxes.
Buyer shall notify Seller in writing of the amount and in detail the basis for determination of the Section 338 Taxes (the “Section 338 Notification”).
With respect to each such Seller Consolidated Return, no later than two (2) days prior to the Due Date of such Seller Consolidated Return, Buyer shall pay to Seller an amount equal to the liability for Section 338 Taxes and Extraordinary Transaction Taxes that are due and payable on the face of such Seller Consolidated Return.
As provided in Section 11.2(b)(ii), all Section 338 Taxes will be borne and paid by the Shareholders.

More Definitions of Section 338 Taxes

Section 338 Taxes means any Taxes that would not have been imposed but for the elections under Code §338(h)(10), or any elections under state, local or other Tax Law that are required to be made or deemed to have been made as a result of any such Code §338(h)(10) elections. Such Taxes include only those imposed on the Targets for their Tax periods ending on the Closing Date.

Section 338 Taxes means any Tax directly resulting from the 338(h)(10) Election, or any election under Section 338(g) of the Code made by any member of the MII Group in connection with the MVW US Contribution;

Section 338 Taxes means any income Taxes imposed on CTI, UK or PolaRx as a result of the Section 338(h)(10) Election, Non-U.S. Section 338 Election or any elections under state, local or other Tax law that are required to be made or deemed to have been made as a result of the Section 338(h)(10) Election or Non-U.S. Section 338 Election.

Section 338 Taxes has the meaning set forth in Section 6(e)(xi). "SECURITIES ACT" means the Securities Act of 1933, as amended. "SECURITY INTEREST" means any mortgage, pledge, security interest, encumbrance, charge, or other lien, other than (a) mechanic's, materialmen's and similar liens, (b) liens for Taxes not yet due and payable (or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings), (c) liens arising under workers' compensation, unemployment insurance, social security, retirement and similar legislation, (d) liens arising in connection with sales of foreign receivables, (e) liens on goods in transit incurred pursuant to documentary letters of credit, (f) purchase money liens and liens securing rental payments under capital lease arrangements and (g) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money. "SELLER" has the meaning set forth in the preface above. "STRADDLE PERIOD" shall mean any Tax period that begins before and ends after the Closing Date. "SUBSIDIARY" means any corporation with respect to which another specified corporation has the power to vote or direct the voting of sufficient securities to elect a majority of the directors. "TAX" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value

Section 338 Taxes has the meaning ascribed to it in Section 1.6.

Section 338 Taxes means the difference between (x) the amount of Taxes payable by Seller or its Affiliates or the Acquired Companies for the Tax period or year in which the Closing occurs and (y) the amount of Taxes that would have been payable by Seller or its Affiliates for the Acquired Companies for such Tax year or period if no Section 338 Elections had been made with respect to any Acquired Company. “Section 338(h)(10) Companies” shall have the meaning set forth in Section 4.15(c). “Section 338(h)(10) Elections” shall have the meaning set forth in Section 4.15(c).