Seller Taxes has the meaning set forth in Section 11.1(f).
Seller Taxes means any Taxes imposed from time to time:
Seller Taxes means any Taxes: (a) imposed on any of the Seller Parties for any period; or (b) imposed with respect to the Business or the Purchased Assets for any period (or portion of any period) ending as of or prior to the Effective Time.
Examples of Seller Taxes in a sentence
Buyer shall indemnify and hold Seller and its direct or indirect owners and Affiliates harmless from any and all Buyer Taxes, and Seller shall indemnify and hold Buyer and its Affiliates harmless from any and all Seller Taxes.
Nothing herein shall prohibit the Contractor from providing, in its contracts with Sellers, for indemnification from Sellers to reimburse the Contractor for liability resulting from delinquent taxes, charges or other amounts to the extent that Seller Taxes are delinquent due to the actions or inactions of a Seller.
Seller shall be responsible for and shall pay when due all Seller Taxes, and Buyer shall be responsible for and shall pay when due all Buyer Taxes.
The Seller shall be responsible for, and shall pay directly when due and payable, any and all Seller Taxes.
Notwithstanding the foregoing, this section shall not prohibit the Governing Board from terminating this Contract for failure to remit Seller Taxes to the Streamlined States; nor shall the Contractor be excused from remitting Seller Taxes to the Streamlined States within a reasonable time after the force majeure event no longer prevents performance.
More Definitions of Seller Taxes
Seller Taxes means sales and use taxes due and owing to a Streamlined State from a Seller with whom the Contractor has agreed to perform tax calculating and reporting services.
Seller Taxes means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred, or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by Seller, or otherwise in connection with any action, inaction or omission of Seller, any of affiliate of Seller, or any of Seller’s or its affiliates’ employees, agents, contractors or representatives.
Seller Taxes means (i) corporate and individual taxes that are measured by net income or profit that are imposed by any governmental authority of any country on the Seller, its employees, Subcontractors or Suppliers; (ii) import duties imposed due to the execution of any agreement, including the Contract, or the performance of, or payment for, Work under the Contract; and (iii) all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), that are imposed by any governmental authority of any country, province or state on the Seller or its employees, its Subcontractors or Suppliers due to the manufacturing, shipment and/or transportation (if the Seller transports the Equipment pursuant to Article 5) of any of the Equipment and/or Services.
Seller Taxes means all corporate income taxes imposed on Seller and any taxes imposed on Seller’s employees in connection with the execution of this Contract or the performance of or payment for work hereunder by Applicable Laws.
Seller Taxes has the meaning set forth in Section 7.04.
Seller Taxes means any taxes imposed from time to time:
Seller Taxes means any and all Taxes (a) imposed on the Company or any Company Subsidiary, or for which the Company or any Company Subsidiary may otherwise be liable, for any Pre-Closing Tax Period and for the portion of any Straddle Period ending on and including the Closing Date (determined in accordance with Section 6.2(b)); (b) as a result of having been a member of a Combined Group on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or similar provisions of state, local or foreign Law; (c) resulting from or attributable to (i) a breach of any representation or warranty set forth in Section 4.8 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or (ii) a breach by Sellers of any covenant set forth in Section 6.2; (d) of any other Person for which the Company or any Company Subsidiary is or has been liable as a transferee or successor, by Contract or otherwise; (e) that are social security, Medicare, unemployment or other employment or withholding Taxes owed as a result of any payments made pursuant to this Agreement; (f) that are Transfer Taxes for which the Sellers are responsible pursuant to Section 6.2(e); (g) attributable to, or arising or resulting from, the Section 338(h)(10) Elections; or (h) imposed on, or pertaining or attributable to, the Buyer and its Affiliates (including the Company and the Company Subsidiaries) as a result of any of the Section 338(h)(10) Elections being invalid or not applying to the Company, any Company Subsidiary or any of their respective Assets by reason of (A) a breach of any representation or warranty contained in Section 4.8, including Section 4.8(j) or 4.8(k), or (B) any action or inaction on the part of any of the Sellers (or their respective spouses) in connection with the execution and delivery by the Sellers to the Buyer of the Section 338(h)(10) Election Forms or any amendments or supplements thereto, or the preparation thereof; but only to the extent the aggregate amount of the Taxes described in the foregoing clauses (a) through (h) exceeds the Tax Accrual, and provided further that the term “Seller Taxes” shall not include any Section 1374 Taxes or Extra Tax Cost and the Buyer shall be responsible for any Section 1374 Taxes and Extra Tax Cost.