Succession Tax Liabilities definition

Succession Tax Liabilities has the meaning given to that term in the EMEA Asset Sale Agreement.
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Succession Tax Liabilities means any liability for Tax of an EMEA Seller or of the Joint Administrators or of the Joint Israeli Administrators which: (i) becomes a liability of the Purchaser or of an EMEA Designated Purchaser or of any person deriving its rights from the Purchaser or an EMEA Designated Purchaser, whether by operation of Law or otherwise, and whether as a result of the Purchaser or the EMEA Designated Purchasers becoming the successors to the Business of the EMEA Sellers or of the Joint Administrators or the Joint Israeli Administrators; or (ii) is otherwise paid or is payable by the Purchaser or an EMEA Designated Purchaser whether or not such liability also remains (on a joint and several basis or otherwise) a liability of the EMEA Sellers or of the Joint Administrators or of the Joint Israeli Administrators, provided that Succession Tax Liabilities do not include any liability for Tax (including VAT and Transfer Taxes) for which the Purchaser or any EMEA Designated Purchaser is liable or responsible pursuant to Clause 11 (Tax), and shall not include any liability arising for the Purchaser or an EMEA Designated Purchaser under the Adjustment Provisions;
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Related to Succession Tax Liabilities

  • Tax Liabilities means all liabilities for Taxes.

  • 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.

  • 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.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • 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).

  • 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.

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

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

  • 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.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

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

  • Canadian Taxes has the meaning specified in Section 11.05.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

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

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • non-taxable territory means the territory which is outside the taxable territory;

  • Production Tax Credit or “PTC” means the tax credit for electricity produced from certain renewable generation resources described in Section 45 of the Internal Revenue Code of 1986, as it may be amended or supplemented from time to time.

  • State premium tax liability means any liability

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.