Adverse Tax Act definition

Adverse Tax Act means, for any Person, any action of such Person, or any omission by such Person of an action reasonably available to it, after the date of the Distributions, that materially contributes to a Final Determination that the Pre-Distribution Transactions or any of the Distributions results in the recognition of gain to the Company by virtue of the Pre-Distribution Transactions or any of the Distributions failing to qualify under sections 355 or 368 of the Code, including, without limitation, by reason of any stock or securities of any Distributed Company failing to qualify as "qualified property" within the meaning of section 355(c)(2) of the Code, or otherwise. "Affiliate" shall have the meaning set forth in Rule 12b-2 under the Exchange Act (as in effect on the date of this Agreement). "Agreement" is defined in the recitals to this agreement. "Assets" is defined in Section 3.01(k). "Audited Balance Sheet" is defined in Section 3.01(g)(iv). "Audited Retained Business Financial Statements" is defined in 3.01(g)(iv). "Balance Sheet" is defined in Section 3.01(g)(i). "Beneficially Own" with respect to any securities means having "beneficial ownership" of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. "Business Day" means any day on which banking institutions are open in the City of New York. B-33
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Adverse Tax Act means, for any Person, (i) any action or actions of such Person, or any omission or omissions by such Person of an action or actions reasonably available to it, after the Distribution Date, or (ii) a knowing or willful inaccuracy or inaccuracies of any representation made by any Company by or on behalf of any member of such Company's Group to USOP's outside tax counsel in connection with such firm's rendering an opinion to the Companies as to certain Tax aspects of the Contributions and Distributions as of the Distribution Date, if such action(s) or inaccuracy(ies) materially contribute to a Final Determination that any of the Contributions or Distributions results in the recognition of gain to USOP by virtue of any of the Contributions or Distributions failing to qualify under sections 355 or 368 of the Code, including without limitation, by reason of any stock or securities of any of the Spin-Off Companies failing to qualify as "qualified property" within the meaning of section 355(c)(2) of the Code, or otherwise.
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Adverse Tax Act means, for any Person, any action of such Person, or any omission by such Person of an action reasonably available to it, after the date of the Distributions, that materially contributes to a Final Determination that the Pre-Distribution Transactions or any of the Distributions results in the recognition of gain to the Company by virtue of the Pre-Distribution Transactions or any of the Distributions failing to qualify under sections 355 or 368 of the Code, including, without limitation, by reason of any stock or securities of any Distributed Company failing to qualify as "qualified property" within the meaning of section 355(c)(2) of the Code, or otherwise.
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Examples of Adverse Tax Act in a sentence

  • USOP shall be liable for and shall indemnify, defend and hold the Spin-Off Companies harmless from and against any Losses with respect to Taxes that result from, or arise in connection with, an Adverse Tax Act of USOP or any of the Retained Subsidiaries.

  • The Spin-Off Companies shall be jointly and severally liable for and shall jointly and severally indemnify, defend and hold USOP harmless from and against any Losses with respect to Taxes that result from, or arise in connection with, an Adverse Tax Act of any of the Spin-Off Companies or any of their respective Subsidiaries.

  • Navigant shall be liable for and shall indemnify, defend and hold the Non-Adverse Companies harmless from and against an amount equal to that which each of the Non-Adverse Companies pays to USOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an Adverse Tax Act of Navigant or its Subsidiaries.

  • Aztec shall be liable for and shall indemnify, defend and hold the Non-Adverse Companies harmless from and against an amount equal to that which each of the Non-Adverse Companies pays to USOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an Adverse Tax Act of Aztec or its Subsidiaries.

  • Workflow Management shall be liable for and shall indemnify, defend and hold the Non-Adverse Companies harmless from and against an amount equal to that which each of the Non-Adverse Companies pays to USOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an Adverse Tax Act of Workflow Management or its Subsidiaries.

  • The Secretary of State may decide to hold a public inquiry in the event that any objections to the Order are made.


More Definitions of Adverse Tax Act

Adverse Tax Act shall have the meaning assigned to such term in the Tax Allocation Agreement.
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Adverse Tax Act means, for any Person, (i) any action of such Person after the Distribution Date, or (ii) a knowing or willful inaccuracy or inaccuracies of any representation made by any Company by or on behalf of such Company or its Subsidiaries to the IRS in connection with the issuance of the IRS Ruling, if such action(s) or inaccuracy(ies) materially contribute to a Final Determination that any of the Corporate Restructuring Transactions or the Spinoff results in the recognition of gain to GCG as a result of any of (i) the Performance Contribution, the Intercompany Debt Contribution I, the Intercompany Debt Contribution II or, provided that GenTek and GCG determine that HN Investment will be a member of the GenTek Group in accordance with Section 2.01(d) of the Separation Agreement, the contribution and transfer by GCG to NHO of all of the capital stock of HN Investment, failing to qualify under section 351 of the Code, (ii) the Industrial Contribution or the GCC Contribution failing to qualify under section 368 of the Code, or (iii) the GCIP Distribution, the GenTek Distribution or the Spinoff failing to qualify under section 355 of the Code, including, without limitation, by reason of any stock or securities of GenTek or GCIP failing to qualify as "qualified property" within the meaning of section 355(c)(2) of the Code or otherwise.
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Adverse Tax Act shall have the meaning assigned to such term in the Tax Allocation Agreement. "Agreement" shall mean this Tax Indemnification Agreement. "Aztec" shall have the meaning assigned to such term in the preamble to this Agreement. "Companies" shall have the meaning assigned to such term in the preamble to this Agreement. "Losses" shall have the meaning assigned to such term in the Tax Allocation Agreement. "Market Capitalization" shall have the meaning assigned to such term in the Tax Allocation Agreement. "Navigant" shall have the meaning assigned to such term in the preamble to this Agreement. "Non-Adverse Company" shall mean a Company that has not and whose Subsidiaries have not committed an Adverse Tax Act. "School Specialty" shall have the meaning assigned to such term in the preamble to this Agreement. "Subsidiary" shall have the meaning assigned to such term in the Tax Allocation Agreement. "Tax" or "Taxes" shall have the meaning assigned to such term in the Tax Allocation Agreement. "Tax Allocation Agreement" shall have the meaning assigned to such term in the recitals to this Agreement. "USOP" shall have the meaning assigned to such term in the recitals to this Agreement. 1
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Related to Adverse Tax Act

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • Canadian Tax Act means the Income Tax Act (Canada), as amended.

  • Australian Tax Act means the Income Tax Assessment Act 1936 (Cth) (Australia) or the Income Tax Assessment Act 1997 (Cth) (Australia), as applicable.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • U.S. Tax Code means the United States Internal Revenue Code of 1986, as amended.

  • 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.

  • Tax Act means the Income Tax Act (Canada).

  • Applicable Tax Law means any Applicable Law relating to Taxes, including regulations and other official pronouncements of any Governmental Entity or political subdivision of such jurisdiction charged with interpreting such Applicable Law.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

  • Effective tax rate means the rate that will produce last year’s total tax levy (adjusted) from this year’s total taxable values (adjusted). “Adjusted” means lost values are not included in the calculation of last year’s taxes and new values are not included in this year’s taxable values.

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Applicable Tax State means the State in which the Owner Trustee maintains its Corporate Trust Office, the State in which the Owner Trustee maintains its principal executive offices and the State of Michigan.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated July 19, 2004 as supplemented by the prospectus supplement dated July 26, 2004, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.