Seller Restructuring Taxes definition

Seller Restructuring Taxes means any and all Taxes imposed directly on any step (other than incremental Taxes relating solely to the Bifurcation) taken in the Seller Restructuring Transaction (for the absence of doubt, in each case, to the extent such Taxes are (i) for a taxable period or portion thereof ending on or before the Closing Date or (ii) in the case of any action that occurs after the Closing Date, for a taxable period or portion thereof that includes the date such action occurred).
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Seller Restructuring Taxes means (a) (i) any Taxes, including Transfer Taxes, imposed on any member of the Seller Group or Commercial Air Group as a result of or relating to the Restructuring Plan, (ii) expenses for defending any action, suit, audit, proceeding, investigation, claim or other action arising from or relating to the Restructuring Plan, and (iii) any Taxes or similar charges imposed at Closing due to the claw back or disallowance of any relief, exemption, credit or other similar provision previously claimed or availed of (whether automatically or by election) in respect of any reorganization, restructuring, transfer of a business or trade or other similar transaction prior to Closing, in each case other than Taxes relating to the Canadian Transaction or (y) any Dutch Withholding Taxes, plus (b) fifty percent (50%) of any Shared Restructuring Taxes, plus (c) twenty-five (25%) of any Dutch Withholding Taxes; provided that Seller Restructuring Taxes shall not include any Purchaser Restructuring Taxes described in clause (b) of the definition thereof. For the avoidance of doubt, Seller shall pay, when due, and be responsible for, any and all applicable transfer taxes or any Taxes or similar charge imposed due to the claw back (including any stamp duty claw back arising due to any transfer of CGFI or CITAI prior to Closing) or disallowance of any relief, exemption, credit or other similar provision previously claimed or availed of (whether automatically or by election) in each case in respect of any re-organization, restructuring, transfer of a business or trade or other similar transaction prior to Closing (other than the Canadian Transaction or any actual or constructive, deemed or effective, direct or indirect distribution by Dutch BV).
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Examples of Seller Restructuring Taxes in a sentence

  • Except with respect to any and all Transfer Taxes otherwise addressed in the definitions of Shared Restructuring Taxes, Seller Restructuring Taxes and Purchaser Restructuring Taxes, any and all applicable Transfer Taxes and notary fees shall be borne fifty percent (50%) by Purchaser and fifty percent (50%) by the Seller.

Related to Seller Restructuring Taxes

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Equity Restructuring means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per-share value of the Common Stock underlying outstanding Awards.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Public-finance transaction means a secured transaction in connection with which:

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Factoring Transaction means any transaction or series of transactions that may be entered into by the Borrower or any Subsidiary pursuant to which the Borrower or such Subsidiary may sell, convey, assign or otherwise transfer (or purport to sell, convey, assign or otherwise transfer) Securitization Assets (which may include a grant of security interest in such Securitization Assets so sold, conveyed, assigned or otherwise transferred or purported to be so sold, conveyed, assigned or otherwise transferred) to any Person.

  • Taxpayer resource transaction means a sale, purchase, lease, donation of money, goods, services, or real property, or any other transaction between a governmental entity and a private entity that provides to the private entity something of value derived from state or local tax revenue, regardless of whether the governmental entity receives something of value in return.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

  • Related Transactions Documents means the Loan Documents and all other agreements or instruments executed in connection with the Related Transactions.