Contributor Taxes means, without duplication, Contributor’s applicable share of (a) all Taxes due and owing, by or with respect to, and all Taxes imposed on or incurred by or with respect to, each Subject Entity or its assets or operations for any Pre-Closing Tax Period (determined in accordance with the definition of Pre-Closing Tax Period); (b) all Taxes of any affiliated, combined, consolidated, unitary or similar group of which any Subject Entity (or any predecessor of such entity) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local Law; (c) Taxes of any other Person for which any Subject Entity is or has been liable as a transferee or successor, by Contract or otherwise, by reason of a transaction or a relationship occurring or existing prior to the Closing; (d) any Transfer Taxes that Contributor is obligated to pay as set forth in Section 7.2(f); and (e) any Transfer Taxes paid by SUN LLC with respect to transfers or assignments under any of the Existing Contribution Agreements that occur on or after the Closing Date.
Contributor Taxes means all Income Taxes imposed on any Contributor, any of their direct or indirect owners, or any combined, unitary, or consolidated group of which any of the foregoing is or was a member.
Contributor Taxes means any (i) Pre-Closing Taxes (A) of any Transferred Subsidiary or (B) otherwise relating to the Peabody Business or the Arch Business, (ii) Taxes of either Party or their respective Affiliates, (iii) Taxes of any other Person for which any Transferred Subsidiary is liable (A) under Treasury Regulation Section 1.1502-6 (or any comparable provision of any state, local or foreign Law) as a result of such Transferred Subsidiary being or having been a member of an affiliated, consolidated, combined, unitary or similar group for Tax
Examples of Contributor Taxes in a sentence
Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Government Authority.
If the JV Company files any Tax return pursuant to this Section 6.21(a)(i) and if such Tax return shows Taxes as due and owing, Peabody or Arch, as applicable, shall pay the amount of Contributor Taxes with respect to such Tax return to the JV Company no later than the due date for filing such Tax return and the JV Company shall remit such Taxes to the applicable Governmental Authority.
The amount of any refunds of Taxes described in Contributor Taxes (in respect of a Straddle Period, determined in accordance with the principles of Section 7.2(b)) shall be for the account of the Contributor.
Not later than 30 days prior to the due date for filing any such Tax Return relating, in whole or in part, to Contributor Taxes, Acquirer will deliver a copy of each such Tax Return to Contributor for its review and reasonable comment, and such reasonable comments shall be taken into account.
Unless required by applicable Law or except as set forth below, no amended Tax Return with respect to a Pre-Closing Tax Period or Straddle Period shall be filed and no settlement with regard to Taxes shall be agreed by or on behalf of a Midstream Entity or with respect to the Midstream Business without consent of the Contributor if such amended Tax Return or settlement would materially increase the amount of Contributor Taxes.
More Definitions of Contributor Taxes
Contributor Taxes means, without duplication, (a) all Taxes due and owing, by or with respect to, and all Taxes imposed on or incurred by or with respect to, each member of the Company Group or its assets or operations for any Pre-Closing Tax Period (determined in accordance with the definition of Pre-Closing Tax Period); (b) all Taxes of any affiliated, combined, consolidated, unitary or similar group of which any member of the Company Group (or any predecessor of such member) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local Law; (c) Taxes of any other Person for which any member of the Company Group is or has been liable as a transferee or successor, by Contract or otherwise, by reason of a transaction or a relationship occurring or existing prior to the Closing; and (d) any Transfer Taxes that Contributors are obligated to pay as set forth in Section 6.2(f).
Contributor Taxes means, without duplication, (a) all Taxes due and owing, by or with respect to, and all Taxes imposed on or incurred by or with respect to, each member of the Company Group or its assets or operations for any Pre-Closing Tax Period (determined in accordance with the definition of Pre-Closing Tax Period); (b) all Taxes of any affiliated, combined, consolidated, unitary or similar group of which any member of the Company Group (or any predecessor of such member) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local Law; (c) Taxes of any other Person for which any member of the Company Group is or has been liable as a transferee or successor, by Contract or otherwise, by reason of a transaction or a relationship occurring or existing prior to the Closing; and (d) any Transfer Taxes that Contributors are obligated to pay as set forth in Section 6.2(f) .
Contributor Taxes means, without duplication, (a) any Transfer Taxes that Contributor is obligated to pay as set forth in Section 7.3 and (b) all income, franchise and similar Taxes of the Midstream Entities, of the Joint Venture Entities or with respect to the Midstream Business attributable to a Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date (determined in accordance with Section 7.2(b)), provided that such Taxes shall be taken into account only to the extent the aggregate actual amount of such Taxes exceeds the aggregate amount of such Taxes taken into account as a Current Liability in the calculation of Final Working Capital.
Contributor Taxes means any (i) Pre-Closing Taxes (A) of any Transferred Subsidiary or (B) otherwise relating to the Peabody Business or the Arch Business, (ii) Taxes of either Party or their respective Affiliates, (iii) Taxes of any other Person for which any Transferred Subsidiary is liable (A) under Treasury Regulation Section 1.1502-6 (or any comparable provision of any state, local or foreign Law) as a result of such Transferred Subsidiary being or having been a member of an affiliated, consolidated, combined, unitary or similar group for Tax purposes prior to the Closing Date, (B) as a transferee or successor as a result of a transaction occurring prior to the Closing Date or (C) under any Contract entered into prior to the Closing Date (other than any Contract the principal purpose of which is not the sharing of Taxes) or (iv) any Transfer Taxes attributable to the Pre-Closing Reorganizations of Arch or Peabody, as the case may be; provided that Taxes described in this definition shall not include any Liabilities for Taxes described in Schedule 3.5 and specifically included in Peabody Net Working Capital or Arch Net Working Capital, as the case may be, as finally determined pursuant to Section 3.5(c) and specifically identified as such.
Contributor Taxes means, without duplication, (a) all Taxes due and owing, by or with respect to, and all Taxes imposed on or incurred by or with respect to, the Company or its assets or operations for any Pre-Closing Tax Period (determined in accordance with the definition of Pre- Closing Tax Period); (b) all Taxes of any affiliated, combined, consolidated, unitary or similar group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason of Treasury Regulation Section 1.1502-6(a) or any analogous or similar foreign, state or local Law; (c) Taxes of any other Person for which the Company is or has been liable as a transferee or successor, by Contract or otherwise, by reason of a transaction or a relationship occurring or existing prior to the Closing; (d) any Transfer Taxes that Contributor is obligated to pay as set forth in Section 6.2(f); and (e) Transfer Taxes paid by the Company with respect to transfers or assignments under any of the Existing Contribution Agreements that occur on or after the Closing Date.
Contributor Taxes means, without duplication, any and all (a) Taxes allocated to PBF Member under Section 7.2, (b) Income Taxes imposed by any applicable Laws on PBF Member, any of its Affiliates (other than the Company which are subject to Section 7.2) or any of its direct EXECUTION COPY or indirect owners, (c) Transfer Taxes, if any, allocated to PBF Member under Section 7.1, and (d) Taxes attributable to the Excluded Assets.
Contributor Taxes is defined in Section 4.4(b)(ii).