Covered Tax definition

Covered Tax means any Tax that is not an Excluded Tax.

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Covered Tax or “Covered Taxes” shall mean any and all present and future taxes on or with respect to any Leased Property or payments of Basic Rent or Additional Rent that are or are in the nature of sales, use, transfer, real estate, property, ad valorem, excise, stamp or similar taxes, municipal or other assessments, levies, imposts, duties, fees or other charges, together with any penalties, fines, interest thereon or additions thereto imposed by any Governmental Authority in a Related Jurisdiction; provided, however, for the avoidance of doubt, the terms “Covered Tax” and “Covered Taxes” shall not include any taxes that are Income Taxes, except if such Income Tax is a replacement for any non-income based Covered Tax.

Covered Tax means any tax imposed under Subtitle A of the Code or any other provision of U.S. federal income tax law (including, without limitation, the taxes imposed by Sections 11, 55, 59A, and 1201(a) of the Code) and U.S. state and local income and franchise taxes.

Examples of Covered Tax in a sentence

Seller shall indemnify each Tax Indemnitee against the imposition of any Covered Tax immediately upon receipt of such Indemnitee’s demand therefor, which demand shall be accompanied by documentation evidencing the imposition of such Covered Tax.
Carryovers or carrybacks of any Covered Tax item attributable to the Basis Adjustment and Imputed Interest (determined using such “with and without” methodology) shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.
If a carryover or carryback of any Covered Tax item includes a portion that is attributable to the Basis Adjustment or Imputed Interest and another portion that is not, such portions shall be considered to be used in the order determined using such “with and without” methodology.
The parties shall cooperate in connection with any proposed revision to the Covered Tax Benefit (if any), the Covered Tax Detriment (if any) and the Tax Benefit Payment (if any) for a Covered Taxable Year.
The Realized Tax Benefit or Realized Tax Detriment for each Covered Taxable Year is intended to measure the decrease or increase in the actual Covered Tax liability of the Relevant Lazard Ltd Taxpayers for such Covered Taxable Year attributable to the Basis Adjustment and Imputed Interest, determined using a “with and without” methodology.

More Definitions of Covered Tax

Covered Tax means any and all U.S. federal, state, local and foreign tax, assessment or similar charge that is based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes and transaction taxes imposed in lieu of income taxes), and any interest imposed in respect thereof under applicable law.

Covered Tax means (i) any Tax with respect to which the Company has filed or will file a Company Return with a member of any Seller Group on a consolidated basis pursuant to Section 1501 of the Code, (ii) any income or franchise Tax relating to any Pre-Closing Tax Period payable to any state, local or foreign taxing jurisdiction in which the Company has filed or will file a Company Return with a member of any Seller Group on an affiliated, consolidated, combined or unitary basis with respect to such Tax, (iii) any Tax imposed on the Company solely by reason of having been prior to the Closing Date a member of an affiliated, consolidated, combined or unitary group, (iv) any other Tax imposed on or in relation to the Company or the Transferred Assets for any Pre-Closing Tax Period; and (v) Sellers’ share of any of the Transfer Taxes under Section 7.02(f). For the avoidance of doubt, “Covered Tax” shall include any Tax imposed on or in relation to Roche Kulmbach GmbH.

Covered Tax means any (a) Tax of Holdco and its Subsidiaries related to a Pre-Closing Tax Period and (b) liability for the payment of any amount of Tax as a result of being or having been before the Closing a member of an affiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which liability of Holdco or any of its Subsidiaries is determined or taken into account with reference to the activities of any other Person.

Covered Tax means (A) any income Tax of the Company or any Company Subsidiary described in clause (i) of the definition of Tax related to a Pre-Closing Tax Period; (B) any income Tax described in clause (ii) or (iii) of the definition of Tax; (C) any Tax resulting from the application of Section 280G or Section 4999 of the Code to any payment made pursuant to this Agreement or to any payment made as a result of, or in connection with, any transaction contemplated by this Agreement in each instance that are pursuant to agreements or other obligations established by the Company or any Company Subsidiaries prior to the Closing; and (D) the portion of any Transfer Taxes that should have been, but were not included in the calculation of Merger Consideration.

Covered Tax means any Tax of Cnova Brazil or any of its Subsidiaries related to a Pre-Closing Tax Period.

Covered Tax means any (a) Tax of HoldCo and its Subsidiaries related to a Pre-Closing Tax Period and (b) liability for the payment of any amount of Tax as a result of being or having been before the Closing a member of an affiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which liability of HoldCo or any of its Subsidiaries is determined or taken into account with reference to the activities of any other Person.

Covered Tax means any Tax of any of the Companies imposed with respect to a Pre-Closing Tax Period or with respect to any Seller Group, other than (a) Taxes attributable to actions taken by Buyer or its Affiliates after the Closing outside of the ordinary course of business (except for actions contemplated by this Agreement), and (b) Taxes arising from a breach by Buyer of any covenant or agreement contained herein.