Tax Warranty means a representation or warranty in Sections 3.17 or 3.19.
Xxxxxx Group shall have the meaning set forth in Section 9.2(b) hereof.
Xxxxxxx Group means (a) any member of the Xxxxxxx Family and (b) any Related Person of any such member.
Tax Warranties means the warranties contained in Part 2 of Schedule 8;
Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.
Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.
Seller Taxes has the meaning set forth in Section 11.1(f).
Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.
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.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Buyer Group Member means the Buyer, its Affiliates, and each of their successors and assigns, and their respective directors, officers, employees and agents.
Assigned Annual Special Tax means the Special Tax of that name described in Section D.
Buyer’s Group means the Buyer, any subsidiary of the Buyer, any holding company of the Buyer and any subsidiary of any holding company of the Buyer, from time to time.
Purchaser’s Group means the Purchaser, its subsidiaries and subsidiary undertakings, any holding company of the Purchaser and all other subsidiaries of any such holding company from time to time;
Minority or Women-Owned Business Enterprise means a business enterprise, including a sole proprietorship, partnership or corporation that is:
VAT Group means a group as defined in Section 15 of the Value Added Tax Consolidation Xxx 0000 and any similar VAT grouping arrangement in any other jurisdiction.
Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.
Certified Minority Business Enterprise means a business which has been certified by the certifying organization or jurisdiction in accordance with s. 287.0943(1) and (2).
Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.
non-taxable territory means the territory which is outside the taxable territory;
Assumed Liabilities has the meaning set forth in Section 2.3.
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.