Assumed Taxes definition

Assumed Taxes means the Federal, State and local income and employment taxes that would be payable by Executive for the year in question, assuming that the amount taxable would be subject to the highest Federal and applicable State and local income and employment taxes.

Assumed Taxes means any Liability for Taxes arising from the ownership or operation of the Business or the Acquired Assets in a Post-Closing Tax Period. For the avoidance of doubt, Taxes allocated to Buyer under Section 2.10(c) shall be treated as Assumed Taxes.

Assumed Taxes means, with respect to any Equity Issuance, an amount equal to such incremental annual increase in franchise Taxes as Borrower estimates in good faith shall be payable as a result of such Equity Issuance.

Examples of Assumed Taxes in a sentence

• Buyer, at its sole cost and expense, shall control any audits or other proceedings relating to Assumed Taxes.

• All refunds for Taxes relating to the Assumed Taxes shall be for the sole benefit of Buyer and to the extent that any Seller or any of their Affiliates receives a refund for a Tax that is for the benefit of Buyer, Sellers shall promptly pay such refund (without interest, other than interest received from the applicable Governmental Authority, and net of any Taxes or other reasonable third party out-of-pocket expenses incurred by Seller in connection with the receipt of such refund) to Buyer.

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• Target hereby assumes full responsibility for preparation and filing, at Purchasers' sole expense, all Tax Returns of each Target Non-Purchased Entity with respect to all Assumed Taxes which are required to be filed on or after the Closing Date.

• Purchasers shall on a joint and several basis indemnify and hold harmless each Target Non-Purchased Entity and any shareholder, director, officer, or employee of a Target Non Purchased Entity for all Assumed Taxes.

More Definitions of Assumed Taxes

Assumed Taxes means (i) any Taxes of any Transferred Joint Venture Entity for the taxable periods, or portions thereof, beginning after the Closing and (ii) any Taxes imposed with respect to the Group 1 Business (other than any Taxes of a Transferred Joint Venture Entity), the Group 2 Business or any Transferred Assets Related thereto or any income or gain derived with respect thereto for the taxable periods, or portions thereof, beginning after the Closing.

Assumed Taxes has the meaning specified under the defined term “Assumed Liabilities.”

Assumed Taxes means, (a) with respect to any Equity Issuance, an amount equal to such incremental annual increase in franchise Taxes as Borrower estimates in good faith shall be payable as a result of such Equity Issuance, and (b) with respect to any Significant Sale, an amount equal to such percentage as Borrower estimates in good faith to be its effective rate of the taxable gain for federal and state income tax purposes with respect to such Significant Sale.

Assumed Taxes has the meaning set forth in Section 3.2(d).

Assumed Taxes means, with respect to each Specified Business, any Taxes imposed with respect to such Specified Business or any Transferred Assets Related thereto or any income or gain derived with respect thereto for the taxable periods, or portions thereof, beginning after the Closing.

Assumed Taxes means (i) Transfer Taxes, as determined in accordance with Section 9.1, (ii) Purchaser’s share of Apportioned Obligations, as determined in accordance with Section 9.4(b), and (iii) Taxes relating to any Acquired Assets or Assumed Liabilities arising after the Closing.

Assumed Taxes means the following Taxes to the extent accrued as a current liability on the Net Working Capital Closing Statement and included in the calculation of Final Net Working Capital: (i) real or personal property Taxes with respect to the Contributed Assets that are due and payable by NGL Subsidiary without penalty after the Closing Date and which are attributable to a Pre-Closing Tax Period and (ii) employment Taxes with respect to wages payable to the Transferred Employees that are due and payable by NGL Subsidiary without penalty after the Closing Date which are attributable to a Pre-Closing Tax Period.