Seller Income Taxes definition

Seller Income Taxes means any franchise or similar Taxes imposed on, or measured by reference to, the net income or net worth of, Seller or any Affiliate of Seller.
Seller Income Taxes means any franchise or similar Taxes imposed on, or Taxes imposed on, or measured by reference to, the net income or net worth of, Seller or any Affiliate of Seller.
Seller Income Taxes means any income Tax on the sale consideration received by Seller from Buyer that is imposed on, or incurred by, Seller or any Affiliate of Seller. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE RULES APPLICABLE TO SUCH CONFIDENTIAL TREATMENT REQUEST.

Examples of Seller Income Taxes in a sentence

  • See e.g., Dan Dhaliwal, Merle Erickson & Shane Heitzman, The Effect of Seller Income Taxes on Acquisition Prices: Evidence from Purchases of Taxable and Tax-Exempt Hospitals, 26 J.

  • Seller shall indemnify and hold harmless Purchaser from and against (a) any and all Seller Income Taxes, (b) any and all Taxes (other than Seller Income Taxes) imposed on or with respect to the Project Assets or Seller attributable to any Pre-Closing Tax Period (“Pre-Closing Taxes”), and (c) any Taxes arising from a breach by Seller of its representations, warranties and covenants in this ARTICLE IX.

  • Seller shall indemnify and hold harmless Purchaser from and against (a) any and all Seller Income Taxes, (b) any and all Taxes (other than Seller Income Taxes) imposed on or with respect to the Project Assets or Seller attributable to any Pre- Closing Tax Period (“Pre-Closing Taxes”), and (c) any Taxes arising from a breach by Seller of its representations, warranties and covenants in this ARTICLE IX.

  • Sellers will be liable for and shall pay all Seller Income Taxes imposed on the Company, or for which the Company may otherwise be liable, for any Pre-Closing Tax Period.

  • Sellers shall have unlimited personal liability, and Buyer shall have unlimited right of offset under Ted's Noncompetition Agreement and Ted's Employment Agreement, for the Unlimited Claims; provided, however, that Marshall shall have no personax xxxxxxity for the Prior Period Seller Income Taxes, the Hindman Litigation or the adjuxxxxxx pursuant to Section 3.6, which liability shall be borne solely by Ted and Lorie.

  • Buyer may set-off any amount owed to it by Sellers pursuant to this Agreement against any amount owed by Buyer to Ted or Lorie with respect to txx Hindxxx Xitigation or any Priox Xxxxxd Seller Income Taxes pursuant to this Agreement.

  • As used herein, "Unlimxxxx Claims" shall mean Prior Period Seller Income Taxes, any amounts payable with respect to the Pending Claims, including but not limited to the Hindman Litigation, and the adxxxxxxxt pursuant to Section 3.6.


More Definitions of Seller Income Taxes

Seller Income Taxes means Taxes due and owing with respect to the Income Tax Returns for all Pre-Closing Tax Periods, including Composite Taxes.

Related to Seller Income Taxes

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Non-Income Tax means any Tax other than an Income Tax.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • Incremental Income Taxes is defined in Section 6.9.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal income taxes (including without limitation Texas franchise taxes) paid or due to be paid during such period.

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Income Tax means any federal, state, local, or foreign income tax, including any interest, penalty, or addition thereto, whether disputed or not.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Consolidated Income Tax Expense means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

  • Conveyance Taxes means sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • Tax Revenue means, with respect to the Project Area, (a) those tax revenues referred to (1) in the last sentence of the first paragraph of Article VIII, Section 12 of the Constitution of the State and (2) in Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, and (b) all payments made in lieu thereof.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.