Straddle Taxes definition

Straddle Taxes has the meaning set forth in Section 9.1(c).
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Straddle Taxes shall have the meaning set forth in Section 2.6(a).
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Straddle Taxes means (i) any Tax which is not an Income Tax, other than any Restructuring Taxes or Transfer Taxes and (ii) any state or local Income Tax in any jurisdiction where Sun or any Sun Subsidiary is liable to tax and did not have net operating losses or other Tax attribute carryovers sufficient to offset its projected income for the entire Straddle Period.
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Examples of Straddle Taxes in a sentence

  • Straddle Taxes is a term of art which refers to tax periods which straddle the Closing Date.

  • For the avoidance of doubt, Seller Straddle Taxes shall include any payments of estimated Taxes due with respect to any such Buyer Return.

  • Any portion of any Tax which must be paid in connection with the filing of a Straddle Tax Return, to the extent attributable to the portion of the underlying Straddle Period ending on (and including) the Closing Date shall be referred to herein as P re-Closing Straddle Taxes -Closing Straddle Taxes due with any Straddle Tax Returns at least ten (10) days before the date on which Buyer or the Company would be required to pay such Taxes.

  • At least three (3) days prior to the due date of any Buyer Return, Seller shall pay to Buyer the portion of Taxes due in respect of such Tax Returns that are allocated to the Pre-Closing Tax Period under the principles set forth in Section 5.3(b)(vi) (the “Seller Straddle Taxes”); provided that Seller Straddle Taxes shall not include Taxes that are taken into account in the calculation of the Working Capital.


More Definitions of Straddle Taxes

Straddle Taxes shall have the meaning set forth in Section 8.9(e)(i) hereof.
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Straddle Taxes is defined in Section 11.5.
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Straddle Taxes means Taxes (other than Income Taxes) with respect to a Straddle Period.
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Straddle Taxes. As defined in Section 10.5(b) of this Agreement.
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Straddle Taxes means Taxes that are imposed on a periodic basis with respect to the Business and the Acquired Assets and are payable for any taxable period that begins before but ends after the Closing Date, other than Taxes based on (or measured by) net assets or income or similar Taxes (including Taxes imposed in lieu of such Taxes).
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Related to Straddle Taxes

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

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

  • 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.

  • Applicable Taxes means the Goods and Services Tax (GST), the Harmonized Sales Tax (HST), and any provincial tax, by law, payable by Canada such as, the Quebec Sales Tax (QST) as of April 1, 2013.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

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

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

  • Tax or Taxes means any federal, foreign, state, county or local taxes, charges, fees, levies, duties or other assessments, including, but not limited to, all net income, gross income, sales and use, transfer, gains, profits, excise, franchise, real and personal property, gross receipts, capital stock, production, business and occupation, customs, disability, employment, payroll, license, estimated, severance or withholding taxes or charges imposed by any Governmental Authority, and includes any interest and penalties (civil or criminal) on or additions to any such taxes.

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

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

  • Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • Conveyance Taxes means all sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Transaction Taxes has the meaning set forth in Section 6.01.

  • 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.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • 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.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Base Taxes means Taxes for the calendar year specified as the Base Year in the Basic Lease Information.

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.