Transactional Taxes definition

Transactional Taxes means all sales, use, transfer, conveyance, bulk transfer, business and occupation, value added or other such Taxes, duties, excises or governmental charges imposed by any taxing jurisdiction. 9
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Transactional Taxes shall have the meaning set forth in Section 2.01(b)(ii).
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Transactional Taxes means all Taxes (other than Income Taxes or Taxes that are Restructuring Liabilities) triggered by or resulting from the Contribution, the Sale, the Spin Off or the Merger.
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Examples of Transactional Taxes in a sentence

  • If Buyer shall be required to pay any of the Transactional Taxes, Seller shall promptly reimburse Buyer therefor.

  • Seller shall indemnify Buyer for, and shall hold Buyer harmless from, any and all Liabilities asserted against or incurred or sustained by Buyer relating to Transactional Taxes pursuant to the procedure set forth in Article 9.5 hereof.

  • The Buyer shall bear and pay any and all ------------------- applicable Transactional Taxes with respect to the sale, transfer, or assignment of the Assets or otherwise on account of this Agreement or the transactions contemplated herein.

  • The board of managers of Merger Sub as of immediately prior to the Effective Time shall be the board of managers of the Surviving Company, until the earlier of their respective resignation or removal or otherwise ceasing to be a board member, or until their respective successors are duly elected and qualified, as the case may be.

  • The Parties shall provide each other with such cooperation and information as any of them may reasonably request of the other in filing any tax return, amended return or claim for refund, determining a liability or a right to a refund of Taxes or Transactional Taxes or in defending any audit or proceeding with respect to Taxes or Transactional Taxes.

  • All other Transactional Taxes will be paid by the Party primarily responsible for the payment of such Transactional Taxes under applicable Law.

  • In the event either party shall be required to pay any Transactional Taxes of which the other party is liable, the latter party shall promptly reimburse the former party for its share of such Transactional Taxes.

  • Transactional Taxes..........................................................

  • Any Transactional Taxes assessed on the provision of the Services for a particular site resulting from Diamond's relocating or rerouting the delivery of Services or Deliverables for Diamond's convenience to, from or through a location other than the Diamond's location used to provide the Services as of the Effective Date of the Agreement shall be borne by Diamond.

  • Buyer and the designated Buyer Affiliates shall be responsible for all Transactional Taxes with respect to the transactions contemplated herein.


More Definitions of Transactional Taxes

Transactional Taxes means value added tax, goods and services tax, sales and use tax, or similar tax levied on business transactions in proportion to the value of the relevant turnover and in connection with the sale, purchase, receipt, consumption, or use of goods or services, but Transactional Taxes do not include taxes relating to Vendor’s income, net worth, or gross receipts.
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Transactional Taxes has the meaning defined in Section 2.6.
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Transactional Taxes means any documentary, excise, goods and services, gross receipts, property, recording, sales or use, stamp, or transfer Taxes imposed by any Governmental Authority, including any interest and penalties.
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Transactional Taxes means any transfer, conveyance, excise, stamp, documentary and other governmental taxes, duties, charges, fees, imposts and assessments, and all interest and penalties thereon, imposed at any time by any taxing authority with respect to this Agreement, the transfer, assignment, conveyance or delivery of the Purchased Assets or the consummation of the transactions contemplated hereby. ANNEX A FORM OF TRADEMARK SUBLICENSE SUBLICENSE AGREEMENT -------------------- THIS AGREEMENT made and entered into as of the 28TH DAY OF MARCH, 2003, by and between PARLUX FRAGRANCES, INC., a Delaware corporation with offices at 3720 XX 00XX Xxxxxx, Ft. Lauderdale, FL 33312 ("Licensor"), and VICXXXX XXXXXXXXXXXXX (XXX) XXX, x Xxx Xxxxxx xxmited liability comxxxx, xxxx xx xxxxxx at 85 Newfield Avenue, Edison, N.J. 08837 ("Sublicensee").
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Transactional Taxes means any sales, use, excise, services, value added tax (“VAT”), goods and services tax (“GST”), or any similar type tax imposed on the transfer or licensing of the Data hereunder. o. “Use Case” means (i) a category of egress licensee contracts within the Fields of Use that include performance criteria, or (ii) a category of egress licensee contracts outside the Fields of Use that include performance criteria, in each case as proposed to GM by Wejo and approved in writing by GM. p. “Wejo Affiliate” means (i) the entities set forth on Exhibit 3, and (ii) other wholly owned affiliates of Wejo that are nominated by Wejo for GM’s prompt approval, and are approved in writing by GM. q. “Withholding Taxes” means any withholding or deduction imposed by an applicable taxing authority on a payment by Wejo to GM under this Agreement. r. A legal entity is an “affiliate” of, or a legal entity is “affiliated” with, another specified legal entity if it directly, or indirectly through one or more intermediaries, Controls, is Controlled by DocuSign Envelope ID: 38DD22EA-122D-4755-9CB7-2A9EE76EC927 DocuSign Envelope ID: DE29CBCD-005D-4447-83F4-ADCD9B2FB52F I
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Transactional Taxes means all sales, use, transfer, conveyance, bulk transfer, excise, stamp, documentary, value added and other similar taxes, and all other governmental duties, charges, fees, imposts and assessments (other than taxes, duties, charges, fees, imposts and assessments on or measured by the net income (including capital gains) or franchise taxes of GTI or any of its subsidiaries (other than Xxxxxxx Xxxxxx)), and all interest and penalties thereon and additions thereto, imposed at any time by any taxing authority with respect to this Agreement, the transfer, assignment, conveyance or delivery of the Purchased Assets, the assumption of the Assumed Liabilities or the consummation of the transactions contemplated hereby.
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Related to Transactional Taxes

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).

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

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • Transaction Taxes has the meaning set forth in Section 6.01.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • 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 Taxes means any and all transfer, documentary, sales, use, gross receipts, stamp, registration, value added, recording, escrow and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (including any real property or leasehold interest transfer or gains tax and any similar Tax).

  • 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.

  • Tax or Taxes means any federal, foreign, state, county or local taxes, charges, fees, levies, duties or other assessments, including, but not limited to, all net income, gross income, sales and use, transfer, gains, profits, excise, franchise, real and personal property, gross receipts, capital stock, production, business and occupation, customs, disability, employment, payroll, license, estimated, severance or withholding taxes or charges imposed by any Governmental Authority, and includes any interest and penalties (civil or criminal) on or additions to any such taxes.

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

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Additional Tax means in addition to Restaurant Tax. (C) “Additional Tax” means in addition to Commercial Lease. Review each City/Town for tax on Food for Home Consumption. (B) If you report under Hotel (Business code 044), this city has an Additional Hotel tax rate that must be applied and reported (Business Code 144). (D) Report amount due on materials purchased exempt from tax and incorporated into a Maintenance, Repair, Replacement or Alteration (MRRA) project. (E) When reporting for Short Term Motor Vehicle you must report Business Code 214 and 114 for this City.

  • 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.

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

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • 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.

  • Transfer Tax means any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the Transactions (together with any related interest, penalties or additions to such taxes).

  • Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • 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.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

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

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

  • 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.