Tax Deed Claim definition

Tax Deed Claim means any claim in contract or otherwise pursuant to the terms of the Tax Deed;
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Tax Deed Claim means a claim by the Purchaser under clause 2 of the Tax Indemnity;
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Tax Deed Claim means a Claim under clause 2 of the Tax Deed; "Tax Warranties" means the warranties set out in paragraph 11 and 12.11 of schedule 2; "Tax Warranty Claim" means a Claim for breach of a Tax Warranty; "Taxation Authority" means any local, municipal, governmental, state, federal or fiscal, revenue, customs or excise authority, body, agency or official anywhere in the world competent to impose a liability to Tax, including HMRC; "TCGA" means the Taxation of Chargeable Gains Xxx 0000; "Third Party Claim" has the meaning given in paragraph 8.1 and schedule 3; "Transaction Documents" has the meaning given to it in clause 17.1(a); “Transitional Services Agreement” means the agreement between the Seller and the Buyer documenting the post-completion services to be provided by the Seller’s Group to the Group following Completion in the agreed terms; "TULR(C)A" means the Trade Union and Labour Relations (Consolidation) Xxx 0000; “UAE Agency Agreements" means the: (c) Representative Agreement dated 21 April entered into by OptaSense Limited and Xx Xxxxxxxx Specialized Engineering L.L.C, and (d) Agency Agreement dated 23 September 2015 entered into by OptaSense Limited, and Gulf Automation Services & Oilfield Services; “UAE Branch” has the meaning given to it in Part C of schedule 1; "US Benefits Indemnity" means the indemnity given by the Seller to the Buyer under clause 5.9(c); “US Benefits Plan” means OptaSense Inc.'s medical and dental health plans; "US Benefits Policy" means OptaSense Inc.'s stop loss insurance policy in respect of the US Benefits Plan; "US Insured Employee" means an employee of OptaSense Inc. who, as at the date of this agreement, has medical and dental health insurance under the US Benefits Plan (and his or her covered dependant who, as at the date of this agreement, is an insured under the US Benefits Plan by virtue of being a dependant of that employee); "Warranties" means the warranties set out in schedule 2; and
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Examples of Tax Deed Claim in a sentence

  • The Sellers shall not be liable in respect of a Claim (other than a Fundamental Warranty Claim or a Tax Deed Claim) unless the amount of damages to which the Buyer would, but for this paragraph 11, be entitled as a result of that claim (together with all other claims which arise from the same event, set of circumstances, act or omission or relate to the same subject matter) is at least £40,000 in which case the Sellers shall be liable for the whole amount and not just the excess.

  • The liability of each Seller in respect of each Claim (excluding Fundamental Warranty Claims under paragraphs 1 and 3 of Part 1 of Schedule 5) under this Agreement and each Tax Deed Claim is limited to the Relevant Percentage set opposite that Seller’s name in column (5) of Schedule 1 of such Claim.

  • The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability for any Claim (other than a Tax Deed Claim).

  • The Seller shall not be liable for any Claim (other than a Tax Deed Claim) in respect of any punitive or special loss or for any loss of goodwill after Completion, except, in each case, to the extent that it is reasonably within the contemplation of the Parties at the date of this Agreement as a reasonably foreseeable consequence of the relevant breach.

  • The Sellers shall not be liable in respect of a Claim (other than a Fundamental Warranty Claim or a Tax Deed Claim) unless the amount that would otherwise be recoverable from the Sellers but for this paragraph 12 in respect of that claim, when aggregated with any other amount or amounts recoverable in respect of all other Claims, exceeds £400,000 in which case the Sellers shall be liable for the whole amount and not just the excess (subject to paragraph 10 above).

  • The Seller shall not be liable for any Claim (other than a Tax Deed Claim or a Tax Warranty Claim) if and to the extent that proper allowance, provision or reserve is expressly made in the Locked Box Accounts or in the Audited Project and Holding Companies Accounts for the matter giving rise to the Claim.

  • The Buyer shall procure that each member of the Buyer’s Group shall take all reasonable steps to the extent required by law to mitigate the Sellers’ liability under this Agreement in respect of a Claim (other than a Tax Deed Claim).

  • If any Warranty Claim, Tax Deed Claim or Indemnity Claim is based upon a liability which is contingent only, no Seller shall be liable to make any payment unless and until such contingent liability gives rise to an obligation to make a payment but the Purchaser has the right under clause 11.1 to give notice of that Warranty Claim, Tax Deed Claim or Indemnity Claim before such time, in which case such Warranty Claim, Tax Deed Claim or Indemnity Claim shall not be subject to clause 11.2.

  • The Seller shall not be liable for any Claim (other than a Tax Deed Claim) to the extent that the facts, matters or circumstances giving rise to the Claim were actually and personally known by Xxx Xxxxx, Xxxxx Xxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxx, Xxxxx Xxxxxx or Xxx Xxxxx, having made due and careful enquiry of each other.

  • Tax claims The Seller shall not be liable for any Tax Deed Claim or Tax Warranty Claim to the extent that the exclusions in clause 4 of the Tax Deed apply.


More Definitions of Tax Deed Claim

Tax Deed Claim means a claim under clause 2 or clause 9 of the Tax Deed (including, for the avoidance of doubt, an Anti-hybrid Tax Indemnity Claim);
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Tax Deed Claim means a claim under clause 2 or clause 9 of the Tax Deed (including, for the avoidance of doubt, an Anti-hybrid Tax Indemnity Claim); "Tax Return" means any return, declaration, computation, report, list, claim for refund, information return or similar statement with respect to any Tax, including any schedule or attachment thereto, and including any amendment thereof or written correspondence in relation thereto; "Tax Warranties" means the warranties set out in paragraph 13 of schedule 1; "Tax Warranty Claim" means a claim for breach of a Tax Warranty; "Taxation Authority" means any local, municipal, governmental, state, federal or fiscal, revenue, customs or excise authority, body, agency or official anywhere in the world competent to impose or administer a liability to Tax, including HMRC and the IRS; "Technical VDD Report" means the technical vendor due diligence report prepared by Xxx Xxxx & Partners International Ltd dated 30 November 2020 in relation to the Transaction contained in the Data Room (document 21.5); "Transaction" means the transaction(s) contemplated by this agreement; "Transaction Documents" means this agreement, the Disclosure Letter and the Tax Deed, together with any other documents referred to in this agreement that have or will be entered into in connection with the Transaction; "Transition Incentive Awards" means the Transaction related bonuses to be paid by the Group to each of the Key Employees in accordance with the Transition Incentive Award Letters; "Transition Incentive Award Letters" means the letters to each of the Key Employees contained in the Data Room (documents 26.11 to 26.14 (inclusive)) and the amendments to such letters contained in the Data Room (documents 26.15 to 26.18 (inclusive)) concerning the Transition Incentive Awards; "UK GAAP" means the United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101; "Unfunded Pension Arrangements" means: (a) the Ex-Xxxxx Directors Unfunded Pension Plan; and (b) the Eon UK's Central Networks Business unfunded pension plan; "VATA" means the Value Added Tax Xxx 0000 and "VAT legislation" means VATA and all regulations and orders made thereunder; "Western Power Distribution Group" means the section of the Electricity Supply Pension Scheme known as the Western Power Distribution Group; "Western Power Pension Scheme" means the pension scheme known as the Western Power Pension Scheme and governed by a definitive trust deed and rules dated 17 D...
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Related to Tax Deed Claim

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Tax Claim has the meaning set forth in Section 6.05.

  • Settled claim means the original tort claim resolved by a structured settlement.

  • Released Claim means the matters that are subject to release and discharge pursuant to ARTICLE 10 hereof;

  • Covered claim means the following:

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Affected Claim means any Claim other than an Unaffected Claim;

  • Secured Claim means a Claim that is secured by a Lien on property in which any of the Debtors’ Estates have an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy Code.

  • Insured Claim means any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their businesses.

  • Disallowed Claim means (a) a Claim, or any portion thereof, that has been disallowed by a Final Order or a settlement, (b) a Claim or any portion thereof that is Scheduled at zero or as contingent, disputed, or unliquidated and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, or (c) a Claim or any portion thereof that is not Scheduled and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law.

  • Approved Claim means a Claim Form submitted by a Settlement Class Member that: (a) is submitted timely and in accordance with the directions on the Claim Form and the provisions of the Settlement Agreement; (b) is fully and truthfully completed by a Settlement Class Member with all of the information requested in the Claim Form; (c) is signed by the Settlement Class Member, physically or electronically; and (d) is approved by the Settlement Administrator pursuant to the provisions of this Agreement.

  • Disputed Claim means any Claim that is not Allowed.

  • Contested Claim means any Tax, Indebtedness or other claim or liability (i) the validity or amount of which is being diligently contested in good faith, (ii) for which adequate reserve, or other appropriate provision, if any, as required in conformity with GAAP shall have been made, and (iii) with respect to which any right to execute upon or sell any assets of the Company or of any of its Subsidiaries has not matured or has been and continues to be effectively enjoined, superseded or stayed.

  • Allowed Secured Claim means an Allowed Claim secured by a Lien, security interest, or other charge against or interest in property in which the Debtor has an interest or that is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of the value (as specified in the Plan, or if no value is specified, as determined in accordance with Section 506(a) of the Bankruptcy Code) of the interest of a holder of such Allowed Claim in the Debtor's interest in such property or to the extent of the amount subject to such setoff, as the case may be.

  • Relevant Claim means a civil claim made in respect of any of the following—

  • Fraud Claim means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

  • Payment Claim means the claim for payment made by the Contractor in accordance with this Contract.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • 503(b)(9) Claim means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code.

  • Allowed Claim means an Allowed Claim of the type described.

  • Settled Claims means any and all actions, claims, debts, demands, duties, obligations, sums of money, suits, contracts, agreements, promises, damages, causes of action and rights and liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees and any other costs, expenses, losses, or liabilities whatsoever), whether based on federal, state or local statute or common law, rule or regulation, foreign or domestic, at law or in equity, matured or unmatured, foreseen or unforeseen, known or unknown, suspected or unsuspected, contingent or non-contingent, whether class or individual in nature, against the Released Parties, belonging to Plaintiff or to any other Class Member and/or their present or past heirs, executors, estates, administrators, predecessors, successors, assigns or to any other Person claiming through or on behalf of them (collectively, the “Releasing Persons”), that (i) have been asserted in this Action, or (ii) could have been asserted in this Action or in any other court, tribunal, proceeding or forum against the Released Parties, and that (x) arise out of, are based upon, or relate in any way to any of the claims or allegations in the Action including any of the acts, facts, events, disclosures, or omissions alleged in the Action, and (y) that relate to the purchase or acquisition of Cliffs Depositary Shares pursuant or traceable to the Company’s February 12, 2013 Offering and its associated Registration Statement. “Settled Claims” includes “Unknown Claims” as defined below. Excluded from Settled Claims are claims relating to the enforcement of the Stipulation or the Settlement.

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VII.

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;