Transaction Tax-Related Losses means any Losses resulting from the Transactions as a result of the failure of (i) the Reattribution to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Splitco and each of their respective Subsidiaries immediately prior to the Distribution; (ii) the Contribution and Distribution to qualify as a tax-free transaction described under Sections 368(a)(1)(D), 355 and 361 of the Code; or (iii) the Contribution and Distribution to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Splitco, each of their respective Subsidiaries at the Effective Time, and the holders of Liberty Ventures Common Stock that receive stock of Splitco in the Distribution. For the avoidance of doubt, “Transaction Tax-Related Losses” shall not include any Transfer Taxes.
Transaction Tax-Related Losses means any Losses resulting from the Transactions as a result of the failure of the Transactions to qualify (i) as a transaction described under Sections 368(a)(1)(D), 355 and 361 of the Code or (ii) for nonrecognition of income, gain and loss for U.S. federal income tax purposes to the holders of Liberty Braves Common Stock and Liberty Formula One Common Stock that receive stock of Splitco in the Distribution (except with respect to the receipt of cash in lieu of fractional shares).
Transaction Tax-Related Losses means any Losses resulting from the failure of (i) the Restructuring to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Spinco and each of their respective Subsidiaries immediately prior to the Distribution, (ii) the Contribution and Distribution to qualify as a tax-free transaction described under Sections 368(a), 355 and 361 of the Code (except with respect to the issuance of cash in lieu of fractional shares of Spinco Stock), or (iii) the Contribution and Distribution to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Spinco, each of their respective Subsidiaries at the Effective Time, and the Distributing stockholders that receive stock of Spinco in the Distribution (except with respect to the issuance of cash in lieu of fractional shares of Spinco Stock).
Examples of Transaction Tax-Related Losses in a sentence
Each Company shall promptly give notice to the other Company of any pending or threatened Tax Contest, claim, action, suit, investigation or proceeding brought by a third party relating to any Transaction Taxes or Transaction Tax-Related Losses for which such Company is or may be indemnified by the other Company under this Section 7 (each, a “Joint Claim”).
Distributing shall be allocated all Transaction Taxes and Transaction Tax-Related Losses other than any Transaction Taxes and Transaction Tax-Related Losses allocated to Splitco pursuant to clause (ii) of this Section 2.2(b).
This enhanced near-surface attenuation implies shallower light transmission and therefore lower light availability for bio-photochemical cycling and subsurface energy absorption in glacier ice.
Dvp LevyR29 260.00 per annumR 950.00 per annumMONTHLY R2 660.001st JAN – 1st NOV Grade R1.
Notwithstanding any other provision in this Section 2: (i)Distributing shall be allocated all Transaction Taxes and Transaction Tax-Related Losses other than any Transaction Taxes and Transaction Tax-Related Losses allocated to Spinco pursuant to clause (ii) of this Section 2.2(a).
More Definitions of Transaction Tax-Related Losses
Transaction Tax-Related Losses means any Losses resulting from the Contribution and the Distribution as a result of (i) the failure of the Contribution and Distribution to qualify as a tax-free transaction described under Sections 368(a), 355 and 361 of the Code; (ii) the failure of the Contribution and Distribution to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Controlled, each of their respective Subsidiaries at the Effective Time, and the holders of Liberty Capital Common Stock and Liberty Starz Common Stock that receive stock of Controlled in the Distribution; (iii) the Controlled Stock not being treated as stock of Controlled, or being treated as Section 306 stock within the meaning of Section 306(c) of the Code, for U.S. federal income tax purposes, or (iv) the Liberty Interactive Common Stock, the Liberty Capital Common Stock or the Liberty Starz Common Stock not being treated as stock of Distributing, or being treated as Section 306 stock within the meaning of Section 306(c) of the Code, for U.S. federal income tax purposes. For the avoidance of doubt, "Transaction Tax-Related Losses" shall not include any (i) Transfer Taxes, or (ii) any Taxes attributable to "deferred intercompany transactions" or "excess loss accounts" (as those terms are defined by Treasury Regulations) that are triggered as a result of the Contribution and the Distribution.
Transaction Tax-Related Losses has the meaning specified in the Tax Sharing Agreement.
Transaction Tax-Related Losses means any Losses resulting from the failure of (i) the Restructuring to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Spinco and each of their respective Subsidiaries immediately prior to the Distribution, (ii) the Contribution and Distribution to qualify as a tax-free transaction described under Sections 368(a), 355 and 361 of the Code, or (iii) the Contribution and Distribution to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Spinco, each of their respective Subsidiaries at the Effective Time, and the holders of Liberty Ventures Common Stock that receive stock of Spinco in the Distribution.
Transaction Tax-Related Losses means any Losses resulting from the Contribution and the Distribution as a result of (i) the failure of the Contribution and Distribution to qualify as a tax-free transaction described under Sections 368(a), 355 and 361 of the Code; or (ii) the failure of the Contribution and Distribution to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Spinco, each of their respective Subsidiaries at the Effective Time, and the holders of Liberty Capital Common Stock that receive Spinco Stock in the Distribution. For the avoidance of doubt, “Transaction Tax-Related Losses” shall not include any (i) Transfer Taxes, or (ii) any Taxes attributable to “deferred intercompany transactions” or “excess loss accounts” (as those terms are defined by Treasury Regulations) that are triggered as a result of the Contribution and the Distribution.
Transaction Tax-Related Losses means any Losses resulting from the failure of (i) the LDIG Gamenet Restructuring to qualify as a tax-free reorganization under Section 368(a) of the Code, (ii) the Restructuring to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to LMC, LEI and each of their respective Subsidiaries immediately prior to the Distribution, (iii) the Contribution and Distribution to qualify as a tax-free transaction described under Sections 368(a), 355 and 361 of the Code, or (iv) the Contribution and Distribution to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to LMC, LEI, each of their respective Subsidiaries at the Effective Time, and the holders of Liberty Entertainment Common Stock that receive stock of LEI in the Distribution (except with respect to cash received in lieu of fractional shares).
Transaction Tax-Related Losses means any Losses resulting from the failure of (i) the Restructuring to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Splitco and each of their respective Subsidiaries immediately prior to the Distribution, (ii) the Contribution and Distribution to qualify as a tax-free transaction described under Sections 368(a)(1)(D), 355 and 361 of the Code (except with respect to the receipt of cash in lieu of fractional shares), or (iii) the Contribution and Distribution to qualify in whole for nonrecognition of income, gain and loss for U.S. federal income tax purposes to Distributing, Splitco, each of their respective Subsidiaries at the Effective Time, and the holders of Liberty Ventures Common Stock that receive stock of Splitco in the Distribution (except with respect to the receipt of cash in lieu of fractional shares).
Transaction Tax-Related Losses means any Losses resulting from the failure of