Target Sub-Group definition

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Target Sub-Group means, in relation to a Target Holding Company, that Target Company and all Subsidiaries whose shares are held directly or indirectly by that Target Holding Company at Closing; Tax, Taxes or Taxation means all taxes, levies, duties, imposts, charges and withholdings having the character of taxation, whether of the United States or elsewhere, imposed by any national, state, federal, cantonal, municipal or local government or any other governmental or regulatory authority, body or instrumentality, including taxes on gross or net income, profits or gains, taxes on receipts, sales, use, occupation, franchise, transfer, value added, real property, environmental (including taxes imposed under section 59A of the Code), withholding and personal property and social security and all other employment related taxes, together with all penalties, charges, additions to tax and interest relating to any of them, regardless of whether any such taxes, levies, duties, imposes, charges, penalties and interest are chargeable directly or primarily against or attributable directly or primarily to a Target Company or any other person, whether any amount in respect of any of them is recoverable from any other person or whether the liability arises as a result of membership of a consolidated, combined, unitary or other group, by contractual obligation or otherwise;

Target Sub-Group means, in relation to any Shares listed in column 2 of Part A of Schedule 1, the Target Company whose Shares they comprise (and whose name is set out in that column) and all Subsidiaries which are subsidiaries of that Target Company at Closing; Tax or Taxes means all income, excise, gross receipts, ad valorem, sales, goods and services, harmonized sales, use, employment, franchise, profits, gains, escheat, property, severance, alternative, value added, business and occupation, license, excise, registration, estimated, transaction, title, capital, premium, recording, inventory, business privilege, federal highway use, commercial rent, environmental, transfer, use, abandoned property, transfer, property, payroll, intangibles or other Taxes, fees, stamp Taxes, imposts, duties, charges, levies or assessments in the nature of a Tax of any kind whatsoever (whether payable directly or by withholding), together with any related interest and any penalties, surcharges, additions to Tax or additional amounts imposed by any Governmental Entity, and any liability for any of the foregoing payable by reason of contract, assumption, operation of law, Treasury Regulation section 1.1502-6 (or any predecessor or successor thereof of any analogous or similar provision under law) or otherwise; Tax Claim means any written claim with respect to Taxes made by any Tax authority or other person that, if pursued successfully, could serve as the basis for a claim for indemnification of the Purchaser or Seller, as the case may be, under paragraph 2 of Schedule 11 of this Agreement; Tax Return means any return, declaration, report, claim for refund or information return or statement relating to any Taxes, including any schedule or attachment thereto, and including any amendment thereof;

Examples of Target Sub-Group in a sentence

Subject to Article 6, each Share Seller (in respect of the Target Sub-Group it is selling) represents and warrants to Bemis that the statements comprising the Tax Warranties are accurate only as at the date of the Original Agreement and as at the Closing Date if expressly stated to be true as of the Closing Date and are not reiterated as of any other date, including the date of this Amended and Restated Agreement.
Subject to Article 6, each Share Seller (in respect of the Target Sub-Group it is selling) represents and warrants to Bemis that the statements comprising the Tax Warranties are accurate as at the date of the Agreement and at the Closing Date if expressly stated to be true as of the Closing Date.
The allocation of any payment in respect of each such matter will be determined by measuring the differences between (a) the Perimeter Cash and Perimeter External Debt for the relevant Target Sub-Group as shown or reflected in the Estimated Perimeter Cash and Estimated Perimeter External Debt, and (b) those items as shown or reflected in the Perimeter Closing Statement for the relevant Target Sub-Group (and applying the Initial Allocation Percentage where the Share Sellers exceed one in number).
The Perimeter Cash and Perimeter External Debt shown in the Perimeter Closing Statements will relate only to the Target Sub-Groups (and not the Sale Assets or Sale Businesses of the Asset Sellers) and the allocations will relate only to the Share Sellers and Designated Transferees for Sale Shares of each Target Sub-Group and not the Asset Sellers.
The allocations will be reasonably proportionate to any differences between (a) the allocated portion of the Perimeter Working Capital Target, and (b) the working capital shown in the Individual Closing Statements, for each Target Sub-Group and each Sale Business (applying the Initial Allocation Percentage to such difference where the Share Sellers exceed one in number).
The differences in Mexico and Argentina shall be allocated between the Target Sub-Groups in such jurisdictions in proportion to the respective aggregate amounts set out in Column 5 of Part A of Schedule 1 for the Sale Shares of that Target Sub-Group.

More Definitions of Target Sub-Group

Target Sub-Group means in relation to any Sale Company, that Sale Company and all Subsidiaries of that Sale Company at Closing; Tax or Taxes has the meaning set out in the Deed of Tax Covenant;