Company Taxes means any Taxes (a) imposed on the Company for any period, (b) imposed with respect to the Assets for any period (or portion of any period) ending on or before the Effective Time, or (c) any Transfer Taxes.
Company Taxes means any cost or liability of the Company with respect to Taxes or an Employee Benefit Plan that are owed by the Company to any Person resulting from the Transactions, related to any taxable period (or portion thereof) ending prior to the Closing, or occurring as a result of facts, actions or inactions that originated or occurred prior to the Closing.
Company Taxes shall have the meaning set forth in Section 7.2(a).
Examples of Company Taxes in a sentence
Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Separate Company Taxes owed by such Company or a member of such Company's Group.
All such Separate Company Taxes shall be paid by the party to whom they are allocated hereunder in accordance with the provisions of Section 5.
Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Separate Company Taxes and Other Taxes owed by such Company or a member of such Company's Group.
DSPGI is entitled to any refunds of Separate Company Taxes for Tax Periods ending on or before the Distribution Date and for the Pre-Distribution Period.
The amount of any refunds of Company Taxes for any Pre-Effective Time Period shall be for the account of Seller.
More Definitions of Company Taxes
Company Taxes the meaning set forth in Section 4.7(a).
Company Taxes means all income, capital gains, gross income, gross receipts, sales, use, transfer, ad valorem, franchise, profits, licenses, withholding, payroll, employment, excise, severance, stamps, occupation, premium, property, windfall profits or other taxes or customs duties, or any interest, any penalties, additions to tax or additional amounts assessed or similarly charged by any taxing authority (domestic or foreign) upon the Company.
Company Taxes means all US federal, state or local taxes and all non-US taxes and other assessments of a similar nature, in each case, imposed upon or assessed against the Company, including income, profits, gains, gross receipts, windfall profits, value added, severance, property, production, sales, use, duty, stamp duty, license, excise, franchise, employment, withholding or similar taxes, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties; and "COMPANY TAX", when used as a noun, means any one or more Company Taxes and, when used as an adjective, means of or pertaining to Company Taxes.
Company Taxes means (a) any Taxes imposed on or with respect to the Company or the Assets, and (b) the portion of any Taxes imposed on any Seller Consolidated Group for any taxable period that is attributable to the Company, determined as though the Company were taxable on a separate standalone basis with respect to its taxable items during such taxable period; provided, however, that Company Taxes shall not include (i) Flow-Through Income Taxes imposed on the Company’s direct or indirect owners or (ii) Transfer Taxes.
Company Taxes means all Taxes imposed by any applicable laws on the Company, any of its direct or indirect owners or Affiliates, or any Consolidated Group of which any of the foregoing is or was a member, that are attributable to the Pre-Closing Taxable Period or to the portion of any Straddle Period ending on and including the Closing Date (determined in accordance with Section 8.14(c)); provided that no such Tax will constitute a Company Tax (i) to the extent such Tax was included as a Current Liability in the final determination of Working Capital or (ii) to the extent such Tax results from any transaction not in the ordinary course of business (i.e., not consistent with past customs and practices of the Company and its Subsidiaries) engaged in by the Company or its Subsidiaries on the Closing Date after the Closing.
Company Taxes means, in each case, except to the extent specifically treated as a liability in the calculation of Net Working Capital, without duplication, any of the following Taxes (in each case, whether imposed, assessed, due or otherwise payable directly, as a successor or transferee, pursuant to a Tax sharing agreement entered (or assumed) by the Company or its Subsidiaries on or prior to the Closing Date, in connection with the filing of a Tax Return, as a result of an assessment or adjustment by any Governmental Entity, by means of withholding, or for any other reason and whether disputed or not): (i) any and all Taxes imposed on the Company and its Subsidiaries for all Pre-Closing Tax Periods and for the portion of any Straddle Period ending on the Closing Date, (ii) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of the Company or its Subsidiaries) is or was a member on or prior to the Closing Date by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; (iii) any and all Taxes of any person imposed on the Company or its Subsidiaries arising under the principles of transferee or successor liability or by contract, relating to an event or transaction occurring before the Closing; and (iv) any out-of-pocket fees and expenses (including attorneys’ and accountants’ fees) incurred by the Company or its Subsidiaries or Buyer in connection with any amounts described in (i) – (iii).
Company Taxes means, for any Person, taxes, assessments, or other governmental charges or levies in the nature of a tax imposed upon it, its income, or any of its properties, franchises, or assets (other than Real Property).