Transaction Payroll Taxes Payable definition

Transaction Payroll Taxes Payable means any unpaid employment Taxes which are (or should be) properly accrued on the Final Closing Balance Sheet for compensatory payments pursuant to the terms of this Agreement, including bonuses, stay bonuses, change in control bonuses, compensation recognized in connection with the exchange of Merger Shares which were purchased with the proceeds of the Notes Receivable and option cancellation payments. For the avoidance of doubt, unpaid employment Taxes which are not (and should not be) properly paid or accrued on the Final Closing Balance Sheet shall be borne by the Buyer.

Related to Transaction Payroll Taxes Payable

  • 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.

  • Payroll Taxes means State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contributions Act (“FICA”).

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

  • 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.

  • 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.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

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

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

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

  • 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.

  • 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).

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • Tax Revenue means, with respect to the Project Area, (a) those tax revenues referred to (1) in the last sentence of the first paragraph of Article VIII, Section 12 of the Constitution of the State and (2) in Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, and (b) all payments made in lieu thereof.

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • Sales Taxes means any sales, use, consumption, goods and services, value added or similar tax, duty or charge imposed pursuant to Applicable Law.

  • 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.

  • Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.

  • Gross receipts tax means any gross receipts, sales, use, excise, value added or any similar tax.

  • 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.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • 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).

  • Tax Fees means the aggregate fees billed in each of the last two fiscal years for professional services rendered by the Company’s external auditor for tax compliance, tax advice and tax planning.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Input Tax Credit means the credit of input tax;

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