Assumed Tax Liabilities definition

Assumed Tax Liabilities means Tax Liabilities for value-added Taxes, real property Taxes, personal and intangible property Taxes and payroll Taxes.

Assumed Tax Liabilities shall have the meaning set forth in Section 2.04.

Assumed Tax Liabilities means Tax liabilities for value-added Taxes, real ----------------------- property Taxes, personal and intangible property Taxes and payroll Taxes, in each case only to the extent included on the Closing Balance Sheet.

Examples of Assumed Tax Liabilities in a sentence

• All liabilities and obligations relating to the Business or the Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to or following the Closing Date, with the Business or the Acquired Assets), whether due or becoming due and whether based on or arising out of events prior or subsequent to the Closing Date, relating to the payment of franchise fees, gross receipts or utility Taxes (as hereinafter defined) of any kind (the "Assumed Tax Liabilities").

• All liabilities and obligations relating to the Business ----- or the Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to or following the Closing Date, with the Business or the Acquired Assets), whether due or becoming due and whether based on or arising out of events prior or subsequent to the Closing Date, relating to the payment of franchise fees, gross receipts or utility Taxes (as hereinafter defined) of any kind (the "Assumed Tax Liabilities").

• The Assumed Tax Liabilities shall include, without limitation, (a) any liability of Company by reason of its being severally liable, in whole or part, for any tax of any affiliated group of which Company may be or have been an includible corporation for any period through and including the end of the taxable year of such an affiliated group that includes the Closing Date, and (b) any tax liability that arises because Company ceases on the day of the Closing to be a member of such an affiliated group.

• No later than one hundred twenty (120) days following the Closing, the Sellers shall deliver to the Buyers for their review and comment a proposed calculation of the amount of the Assumed Tax Liabilities, together with accompanying schedules setting forth in reasonable detail the basis for such calculation (the “Proposed Calculation“).

• All Seller Separate Tax Returns, to the extent relating to the Business Subsidiaries, the Transferred Assets, the Assumed Liabilities, the Business and/or the Assumed Tax Liabilities shall be prepared in a manner consistent with past practices of Seller or its relevant Subsidiary, as and where applicable, except to the extent otherwise required by applicable Law.

More Definitions of Assumed Tax Liabilities

Assumed Tax Liabilities means any and all liabilities for (a) Taxes arising out of, in respect of or relating to the Product Business or the Purchased Assets for all Post-Closing Periods, (b) Transfer Taxes for which Buyer is responsible pursuant to Section 5.8.2(a) and (c) all Taxes to the extent solely resulting from a Buyer Tax Act or attributable to any breach by Buyer or any of its Affiliates of any covenant or other agreement hereunder or under any Ancillary Agreement. For the avoidance of doubt, Assumed Tax Liabilities shall exclude any Excluded Tax Liabilities.

Assumed Tax Liabilities has the meaning set forth in Section 2.3(i).

Assumed Tax Liabilities has the meaning specified in Section 1.3(e) (Assumed Liabilities).

Assumed Tax Liabilities means all Liabilities for Taxes and fees with respect to the Purchased Assets for which Buyer is liable pursuant to Section 2.6 hereof. [* * *] Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission.

Assumed Tax Liabilities means all Liabilities for Taxes and fees with respect to the Purchased Assets for which Buyer is liable pursuant to Section 2.6 hereof.

Assumed Tax Liabilities means (a) any Taxes (or any reduction of a Refund to which Seller is entitled under Section 5.5(e)(i)) resulting from, related to, arising out of, attributable to or imposed on the Business, the Business Subsidiaries, the Transferred Assets and/or the Assumed Liabilities and (b) any Taxes (or any reduction of a Refund to which Seller is entitled under Section 5.5(e)(i)) attributable to former (as of the Closing) divisions, assets, activities or operations of Seller and its Affiliates, in the case of each of clauses (a) and (b), other than Excluded Tax Liabilities.

Assumed Tax Liabilities means (a) all liabilities for Taxes arising out of, in respect of or relating to the Business or the Purchased Assets for all Post-Closing Tax Periods, (b) Purchaser’s liability for Transfer Taxes pursuant to Section 10.1(b), and (c) liabilities for all Taxes in respect of or relating to the Business or the Purchased Assets resulting from a Purchaser Tax Act or attributable to any breach by Purchaser or any of its Affiliates of any covenant or other agreement hereunder.