Exchange Taxes definition

Exchange Taxes means, as to Colt or any of its Subsidiaries:
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Exchange Taxes means all Taxes (including any United States federal, state, local or foreign Taxes, but excluding Transfer Taxes) resulting from the Exchange or the Parent Restructuring.
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Exchange Taxes means any Taxes imposed on, or increase in Taxes incurred by, Applera or any Applera Affiliate (without regard to whether such Taxes are offset or reduced by any Tax Asset, Tax Item, or otherwise) resulting from, or arising in connection with, the failure of the Exchange to qualify as a transaction in which no income, gain or loss is recognized pursuant to sections 355 and 368(a)(1)(D) of the Code (including any Tax resulting from the application of section 355(d) or section 355(e) of the Code to the Exchange) or corresponding provisions of the laws of any other jurisdictions. Any Income Tax referred to in the immediately preceding sentence shall be determined using the highest applicable statutory corporate Income Tax rate for the relevant taxable period (or portion thereof).
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Examples of Exchange Taxes in a sentence

  • For the avoidance of doubt, this section shall apply to any gain related to Exchange Taxes in the same manner as it applies to any other income or gains.

  • In the case of Taxes (other than Exchange Taxes) that are attributable to a Straddle Period, such Taxes shall be allocated between the portion of the Straddle Period that is a Pre-Closing Period and the portion of the Straddle Period that is a Post-Closing Period based on a Closing-of-the-Books Method.

  • Geo Point Utah shall be liable for the Geo Point Utah Sharing Percentage and Geo Point Nevada shall be jointly and severally liable for the Geo Point Nevada Sharing Percentage of any Exchange Taxes (including costs related or attributable to such Exchange Taxes) not otherwise allocated by Sections 4.01(a) or (b) (e.g., because of a retroactive change in law).

  • The Company shall indemnify and hold the Holders harmless against any Exchange Taxes and shall gross-up Holders and their Affiliates any additional amount necessary to reflect the tax consequences to the Holders or their Affiliates (without taking into account any loss credit or other offset against Tax) of the receipt or accrual of any payments required to be made under this Section 8(e).

  • Notwithstanding the foregoing, any disagreement between the Parties relating to Exchange Taxes shall be settled in a court of law or as otherwise agreed to by the Parties.

  • If Celera is unable to demonstrate to the reasonable satisfaction of Applera that it will be able to satisfy its liability for such Exchange Taxes, but acknowledges in writing that it has sole liability for any Exchange Taxes under Section 4.01(b), Celera and Applera shall have joint control over the Audit.

  • Applera and each Applera Affiliate shall be liable for the Applera Sharing Percentage and Celera and each Celera Affiliate shall be jointly and severally liable for the Celera Sharing Percentage of any Exchange Taxes (including costs related or attributable to such Exchange Taxes) not otherwise allocated by Sections 4.01(a) or (b) (e.g., because of a retroactive change in law).

  • Celera may assume sole control of any Audits relating to Exchange Taxes if it acknowledges in writing that it has sole liability for any Exchange Taxes under Section 4.01(b) that might arise in such Audit and can demonstrate to the reasonable satisfaction of Applera that it can satisfy its liability for any such Exchange Taxes.

  • Except with respect to Exchange Taxes, all disputes under this agreement shall be controlled by Section 13.3 of the Separation Agreement.

  • The Company shall be responsible for any transfer or stamp tax imposed as a result of any exchange made pursuant to this Section 8, regardless of upon whom such tax is imposed (collectively, "Exchange Taxes").


More Definitions of Exchange Taxes

Exchange Taxes has the meaning given to it in Condition 6(b)(ii) (
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Exchange Taxes means all Taxes (other than Transfer Taxes), as determined by a Final Determination, resulting from the Restructuring Transactions, the Contribution, the Exchange or the Debt Exchange.
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Related to Exchange Taxes

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Transfer Taxes means all transfer, sales, use, real property transfer, goods and services, value added, documentary, stamp duty, gross receipts, excise, transfer and conveyance Taxes and other similar Taxes, duties, fees or charges.

  • Tax or Taxes means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise production, value added, occupancy, transfer taxes, and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties or additions to tax attributable to such taxes.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of any of the Transactions to qualify for the Intended Tax Treatment of such Transaction.