S&R Party Tax Liability definition

S&R Party Tax Liability means any and all Taxes imposed on the Contributed Entities (or any predecessor thereof) or for which the Contributed Entities (or any predecessor thereof) may otherwise be liable (a) for any Pre-Closing Tax Period and for the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 5.13(a)(ii); (b) resulting from a breach of any representation or warranty set forth in Section 3.15 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or any covenant set forth in Section 5.13; (c) of any member of any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes of which the Contributed Entities (or any predecessor thereof) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local law; or (d) of any other Person for which a Contributed Entity is or has been liable as a transferee or successor, by contract or otherwise, but only to the extent such Taxes arise as a result of the Contributed Entities having transferee or successor liability as a result of their relationship with S&R, or entering into a contract or otherwise during the Pre-Closing Tax Period.
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S&R Party Tax Liability means any and all Taxes imposed on the Contributed Entities (or any predecessor thereof) or for which the Contributed Entities (or any predecessor thereof) may otherwise be liable (a) for any Pre-Closing Tax Period and for the portion of any Straddle Period ending on the Closing Date (determined in accordance with S ection 5.13(a)(ii); (b) resulting from a breach of any representation or warranty set forth in S ection 3.15 (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or any covenant set forth in S ection 5.13; (c) of any member of any affiliated, combined, consolidated, unitary or similar group with respect to any Taxes of which the Contributed Entities (or any predecessor thereof) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local law; or (d) of any other Person for which a Contributed Entity is or has been liable as a transferee or successor, by contract or otherwise, but only to the extent such Taxes arise as a result of the Contributed Entities having transferee or successor liability as a result of their relationship with S&R, or entering into a contract or otherwise during the Pre-Closing Tax Period.
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Examples of S&R Party Tax Liability in a sentence

  • USAC shall pay all Taxes reflected on any such Tax Returns; provided, however, that not later than five days prior to the due date for payment of Taxes with respect to such Tax Return, the Company shall pay USAC any S&R Party Tax Liability with respect to such Tax Return.

  • Procedural skills are incorporated into the competency assessment orientation Follow-up: areas requiring increased proficiency as determined by the initial or reappointment evaluation will be re-evaluated by the Medical Director and/or designated clinical supervisor at appropriate intervals until acceptable skill level is achieved.

Related to S&R Party Tax Liability

  • 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.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Tax Liabilities means all liabilities for Taxes.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • State premium tax liability means any liability

  • Tax Item means any item of income, gain, loss, deduction, credit, recapture of credit or any other item which increases or decreases Taxes paid or payable.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

  • Straddle Tax Period means any taxable period beginning on or before and ending after the Closing Date.

  • 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.

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal franchise or income taxes paid or due to be paid during such period.

  • Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

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

  • 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.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

  • Joint Return means one return made jointly by a married individual with that individual's spouse.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • 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.

  • Straddle Period means any Tax period beginning before or on and ending after the Closing Date.