Definition of Tax Loss

  1. Tax Loss means any (i) Tax of either Company and/or any Company Subsidiary for a Pre-Closing Tax Period (or the portion of a Straddle Period ending on the Closing Date determined as provided in Section 12.2.2) and (ii) any reasonable fees and expenses of legal counsel or other tax advisors incurred by Buyer, either Company and/or any Company Subsidiary in controlling a proceeding by any Governmental Entity with respect to the Taxes set forth in clause (i). Notwithstanding the foregoing, Tax Losses shall exclude the following Taxes (and related costs): (a) Taxes to the extent reserved for as a Current Liability on the Closing Statement, as finally determined; (b) Taxes directly resulting from a breach by the Buyer of any covenant or other agreement in Section 12.2; (c) the Buyer's allocable share of any Transfer Taxes under Section 12.2.4; and (d) Taxes resulting from a Buyer Closing Date Transaction.

Examples of Tax Loss in a sentence

  1. (3) Any payment due to Purchaser from VSD pursuant to this Section 4.3 shall be paid within twenty (20) days after receipt by a Seller of a written demand therefor accompanied by a written statement describing in reasonable detail such Tax Loss and the computation of the amount so payable.

Definition of Tax Loss in Transaction Agreement

Tax Loss means any (i) Tax of either Company and/or any Company Subsidiary for a Pre-Closing Tax Period (or the portion of a Straddle Period ending on the Closing Date determined as provided in Section 12.2.2) and (ii) any reasonable fees and expenses of legal counsel or other tax advisors incurred by Buyer, either Company and/or any Company Subsidiary in controlling a proceeding by any Governmental Entity with respect to the Taxes set forth in clause (i). Notwithstanding the foregoing, Tax Losses shall exclude the following Taxes (and related costs): (a) Taxes to the extent reserved for as a Current Liability on the Closing Statement, as finally determined; (b) Taxes directly resulting from a breach by the Buyer of any covenant or other agreement in Section 12.2; (c) the Buyer's allocable share of any Transfer Taxes under Section 12.2.4; and (d) Taxes resulting from a Buyer Closing Date Transaction.


Definition of Tax Loss in Stock Purchase Agreement

Tax Loss means, with respect to any Subject Fund, the amount any investment tax credit under Section 48(a)(3)(A)(i) of the Code or any successor provision, or any other tax benefit, that such Subject Fund or its Lessee or Investor, shall lose the benefit of, shall not have the right to claim, shall suffer the disallowance of, shall be required to recapture or shall not claim.


Definition of Tax Loss in Stock Purchase Agreement by and Among

Tax Loss means the increase in Tax paid or payable with respect to the relevant period to the relevant Tax authority (or, without duplication, the reduction in any refund) attributable to any item of income, gain, loss, deduction, credit, recapture of credit or any other Tax item that increases Taxes paid or payable with respect to the relevant period.