Reorganization Tax definition

Reorganization Tax means, with respect to each step of the Foreign Reorganization, the aggregate Tax liability (other than liability for Transfer Taxes), as determined by Parent, of the Parent Tax Group and the Spinco Tax Group for such step.
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Reorganization Tax means any Tax imposed upon any Parent Subsidiary or Sub Subsidiary with respect to the Reorganization Transaction, including but not limited to any transfer Tax and any Tax imposed on realized gain.
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Examples of Reorganization Tax in a sentence

  • The tax exemption is applied to grants paid for periods after 29 February, 2020 and before 1 January, 2021.• Extended retroactive tax period for reorganizationsIn accordance with the provisions of the German Commercial Reorganization Act, the retroactive tax period for reorganizations and contributions under the German Reorganization Tax Act is extended from eight to twelve months if the application for registration or the conclusion of the contribution agreement is made in 2020.

  • I of the Reorganization Tax Act, taking advantage of the tax benefits provided by the Reorganization Tax Act (hereinafter also referred to in abbreviated form as the “Merger”).

  • In particular, the Parties hereto agree that any ambiguities or situations not considered herein will be additionally governed by whatever terms meet the standard requirements laid out in the Reorganization Tax Act and produce the legal effects intended under reorganization tax law.This Reorganization Plan shall be governed exclusively by Austrian substantive law.

  • I of the Reorganization Tax Act as of 30 June 2016 As second step, RZB (including the assets of RI Bet), as the Transferring Company, will be merged downstream with RBI, as the Acquiring Company, by way of universal succession, with all rights and obligations and waiving liquidation, while granting shares in the Acquiring Company pursuant to secs.

  • I of the Reorganization Tax Act (Umgründungssteuergesetz - UmgrStG).

  • Initial consideration of any formal proposal dealing with a new or modified academic policy or standard must be by the appropriate academic unit.

  • I of the Reorganization Tax Act as of 30 June 2016As the first step, RI Bet, as the Transferring Company, will be merged upstream with RZB, as the Acquiring Company, by way of universal succession, with all rights and obligations and waiving liquidation, without increasing the share capital of RZB pursuant to sec.

  • I of the Reorganization Tax Act.The shares held by RZB in RBI will be paid out to RZB shareholders by way of passing through of shares (Anteilsdurchschleusung) pursuant to sec.

  • No shares of a Transferred PMD Company are subject to a blocking period ( Sperrfrist) pursuant to the German Reorganization Tax Act (Umwandlungssteuergesetz), under which actions after the Closing Date may trigger German Taxes on any transaction carried out prior to the Closing Date.

  • If the Sellers and New Pubco disagree regarding any items on such Tax Returns, such dispute shall be submitted promptly to the Accounting Firm for resolution in accordance with the procedures set forth in Section 1.03, and such Tax Returns shall be filed reflecting the Accounting Firm’s resolution; provided that such resolution does not adversely impact the Coyote Reorganization Tax Treatment or the Intended Tax Treatment.

Related to Reorganization Tax

  • 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.

  • 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.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • 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.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • non-taxable territory means the territory which is outside the taxable territory;

  • foreign tax means any Foreign Income Taxes or Foreign Other Taxes.

  • 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).

  • 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.

  • 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.

  • Taxable REIT Subsidiary means, as to Host REIT and with regard to Host REIT’s taxable years commencing after December 31, 2000, any of Fernwood, Rockledge or any other TRS of Host REIT, and, as to any Subsidiary REIT, any TRS of such Subsidiary REIT.

  • Carryback means any net operating loss, net capital loss, excess tax credit, or other similar Tax item which may or must be carried from one Tax Period to another Tax Period under the Code or other applicable Tax Law.

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

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

  • casual taxable person means a person who occasionally undertakes transactions involving supply of goods or services or both in the course or furtherance of business, whether as principal, agent or in any other capacity, in the taxable territory where he has no fixed place of business;

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Permitted Tax Restructuring means any reorganizations and other activities related to Tax planning and reorganization entered into prior to, on or after the date hereof (including the Transactions) so long as such Permitted Tax Restructuring is not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith); provided that the Transactions shall not be considered adverse to the Lenders, in any material respect.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

  • Deconsolidation shall have the meaning provided in the Recitals.

  • 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).

  • 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.