Seller Tax Losses definition

Seller Tax Losses means (a) any Tax of the Company or any of its Subsidiaries that is not a Seller Indemnified Tax, (b) any reasonable fees and out-of-pocket expenses of attorneys or other tax advisors, arising out of or incident to the imposition, assessment or assertion of any Tax that is not a Seller Indemnified Tax, and (c) any Tax (and related costs) imposed on the Seller or any of its Affiliates as a result of a breach of any covenant of the Purchaser in §9; it being understood that “Seller Tax Loss” means any of the foregoing.
Sample 1

Examples of Seller Tax Losses in a sentence

  • The Purchaser agrees to indemnify and hold harmless the Seller Parties from and against any Seller Tax Loss; provided, that, notwithstanding anything else in this Agreement to the contrary, no Purchaser Party shall be liable for any Adverse Consequences related to Taxes except for Seller Tax Losses.

  • Seller Tax Losses shall be computed taking into account Tax Benefits as provided in §8(d)(v).

Related to Seller Tax Losses

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

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

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Buyer Losses shall have the meaning set forth in Section 8.2.

  • Purchaser Losses shall have the meaning set forth in Section 9.1(a).

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

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

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

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

  • After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Transfer Taxes means any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Transactions.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Tax Refunds means refunds of any Cash paid by the Participating CCAA Parties on account of Taxes, refunded to such Participating CCAA Parties from time to time by the applicable Taxing Authorities;

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

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

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.