Exchange Taxes definition

Exchange Taxes means, as to Colt or any of its Subsidiaries:
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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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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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Examples of Exchange Taxes in a sentence

  • 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).

  • 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.

  • 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 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").

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  • 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).

  • 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.

  • 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.

  • To the extent that Celera is required under law to carry back Tax Assets described in this section, Applera agrees to pay to Celera the United States federal Income Tax Benefit from the use in any Pre-Split-Off Period (the “Carryback Period”) of a carryback of any such Tax Asset of the Celera Group from a Post-Split-Off Period (other than a carryback of any Tax Asset attributable to Exchange Taxes for which the liability is borne by Applera or any Applera Affiliate).

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


More Definitions of Exchange Taxes

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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Exchange Taxes has the meaning given to it in Condition 6(b)(ii) (
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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 has the meaning set forth in Section 6.05.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Base Taxes means the Taxes payable for the Base Tax Year.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • Conveyance Taxes means all sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Transfer Tax means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

  • Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

  • Excise Taxes see Section 5.1.

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • the Taxes Act means the Income and Corporation Taxes Act 1988;

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.