Tema Taxes definition

Tema Taxes means any and all Taxes (a) imposed on or with respect to the Contributed Assets (i) in the case of Taxes that are imposed on a periodic basis (such as Property Taxes), for any Pre-Effective Period and for the portion of any Straddle Period ending on and including the day before the Effective Date (determined in accordance with the principles set forth in Section 5.13(b)(i)), and (ii) in the case of Production Taxes and sales and use Taxes, for any Pre-Effective Period and for the portion of any Straddle Period ending on and including the day before the Effective Date (determined in accordance with the principles set forth in Section 5.13(b)(ii); (b) that are Income Taxes resulting from the Contribution; (c) resulting from a breach of the representations and warranties set forth in Section 3.1(k) (Taxes) (determined without regard to any materiality or Knowledge qualifiers or any scheduled items) or a breach by Tema of any covenant set forth in Section 5.13; or (d) that are Transfer Taxes allocated to Tema pursuant to Section 5.13(a); provided, that no such Tax will constitute a Tema Tax to the extent such Tax was included as a current liability in the determination of the Effective Time Working Capital.
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Related to Tema Taxes

  • 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.

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

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • 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.