Seller Taxes definition

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

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Seller Taxes means, without duplication, (a) any Taxes imposed on Bank for any Pre-Closing Tax Period, determined with respect to any Straddle Period in accordance with Section 5.02 of the Separation Agreement and (b) any Taxes of any person (other than Bank) for which Bank is liable (i) as a result of having been a member of an affiliated, consolidated, combined, unitary or similar group prior to the Closing, (ii) as a transferee, successor or by contract (other than pursuant to agreements which both (I) were not primarily related to Taxes and (II) were entered into in the ordinary course of business consistent with past practice), in each case, which Taxes relate to an event or transaction occurring on or prior to the Closing or (iii) pursuant to a breach of any covenants of Seller Parent or Seller in Section 6.2 of this Agreement or Article 5 of the Separation Agreement. Notwithstanding the foregoing, Seller Taxes shall not include (A) Taxes otherwise borne by Investor pursuant to this Agreement, (B) Taxes imposed on or with respect to Bank as a result of a breach by Investor or Bank of Section 6.3(b) of this Agreement or Section 5.06 of the Separation Agreement, (C) Taxes arising solely as a result of any actions taken by Investor or Bank on the Closing Date but after the time of Closing that are outside of the ordinary course of business or not contemplated by this Agreement, (D) Taxes (on a dollar-for-dollar basis) in respect of which Investor has a corresponding claim for repayment, reimbursement or indemnification against a party other than Seller Parent or Seller Parent’s affiliates, (E) Taxes to the extent resulting from a change of law enacted after the Closing Date, or (F) Taxes to the extent reflected or reserved against in the Bank Financials, and Seller Taxes shall be calculated by (X) taking into account for the purposes of clause (a) of this definition the amount of any Tax losses, Tax credits or other Tax attributes of Bank arising in any Pre-Closing Tax Period to the extent such amounts (i) would have been available for the taxable year to which the Seller Taxes relate to reduce such Seller Taxes (including as a result of subsequent Tax audits) and (ii) actually reduce such Seller Taxes, and (Y) reducing (but not below zero) Seller Taxes by any amount of Taxes recoverable and actually recovered under the R&W Insurance Policy.

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

• The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the Tax Claim that are Seller Taxes and that are Purchaser Taxes.

• To the extent Seller Parent has made payment to Bank in respect of any Seller Taxes pursuant to Section 5.01(b) of the Separation Agreement, no Indemnified Party shall be entitled to duplicative recovery for any Losses arising in respect of such Seller Taxes pursuant to this Agreement.

• 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.

• If Buyer, under the applicable Laws of any country other than Seller’s country of incorporation, deducts or withholds Seller Taxes, Buyer shall pay additional amounts to Seller so that Seller receives the full amount of the Contract Price, as though no such Seller Taxes had been deducted or withheld.

• If Buyer deducts or withholds Seller Taxes from the Contract Price, for each deducted or withheld amount of Seller Taxes, Buyer shall provide Seller, within thirty (30) Days from payment of Seller Taxes, with the official receipt issued by the appropriate Governmental Authority to which Seller Taxes have been paid or an alternative document acceptable to the relevant tax authorities.

More Definitions of Seller Taxes

Seller Taxes means any Taxes imposed from time to time:

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 has the meaning set forth in Section 7.04.

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 means any taxes imposed from time to time:

Seller Taxes means any and all existing or future (a) corporate and personal income taxes imposed on Seller and its employees by the applicable Laws of any country and (b) taxes, Duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales and use, stamp, storage, transfer, turnover, or value-added taxes, or other similar taxes, and any and all items of deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed by any Governmental Authority of any country, other than the United States of America (or any political subdivision thereof), in connection with the execution of the Agreement, Seller’s sale and delivery of the Liquefaction Trains or Seller’s performance of its other obligations under the Agreement.

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.