Excluded Business Taxes definition

Excluded Business Taxes means any Taxes imposed with respect to the Excluded Assets or the Retained Liabilities.
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Excluded Business Taxes means (a) any Taxes imposed with respect to, arising out of, or relating to the Purchased Assets, the Assumed Liabilities or the Business to the extent allocable to any Pre-Closing Period (including pursuant to Section 6.4); (b) any Transfer Taxes for which Seller is responsible pursuant to Section 6.3; (c) any Taxes imposed with respect to, arising out of, or relating to the activities or assets of the Retained Business for any period; and (d) any Taxes (other than (i) any Transfer Taxes for which Purchaser is responsible pursuant to Section 6.3 and (ii) any Taxes with respect to, arising out of, or relating to the Purchased Assets, the Assumed Liabilities or the Business to the extent such Taxes are allocable to any Post-Closing Period) imposed on any member of the Seller Group or any of their respective controlled affiliates for any period (including any Taxes required to be withheld from the consideration payable pursuant to this Agreement).
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Excluded Business Taxes means (a) any Taxes imposed with respect, arising out of, or relating to the Purchased Assets or the Assumed Liabilities for any Pre-Closing Period; (b) any Straddle Period Taxes allocated to NanoString pursuant to Section 6.3(b); (c) any Transfer Taxes allocated to NanoString pursuant to Section 6.3(a), (d) any Taxes imposed with respect, arising out of, or relating to the Excluded Assets or Retained Liabilities for any period; and (e) any Taxes imposed on any member of the NanoString Group or any of their respective affiliates for any period (including any Taxes required to be withheld from the consideration payable pursuant to this Agreement).
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More Definitions of Excluded Business Taxes

Excluded Business Taxes means any (a) Taxes in respect of the Business or the Purchased Assets or on the Purchased Entities (or their Subsidiaries) for any Pre-Closing Tax Period (other than any Taxes described in Section 2.4(p)(i)), (b) without duplication of Taxes described in clause (a), Taxes of Seller or any of its Affiliates (including any Purchased Entity or any of its Subsidiaries) arising under Section 965 of the Code, including any “net tax liability under this section” (as defined in Section 965(h) of the Code) (whether or not the election described in Section 965(h) of the Code is or has been made) and Taxes of any Person (other than any Purchased Company or any of its Subsidiaries) for which any Purchased Entity (or any of its Subsidiaries) is liable as a result of being or having been part of any consolidated, combined, affiliated, unitary or other similar Tax group prior to the Closing (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. Law), (c) Transfer Taxes for which Seller is responsible pursuant to Section 7.9; or (d) any Taxes (determined without taking into account any items of loss or deduction, in each case, arising in a Post-Closing Tax Period) of Purchaser or any of its Affiliates (including any Purchased Entity or any Subsidiary thereof) arising as a result of the inclusion of taxable income in a Post-Closing Tax Period, which inclusion results from an adjustment under Section 481(a) of the Code by reason of an accounting method change made by or with respect to any Purchased Entity (or any Subsidiary thereof) for the taxable period ending September 30, 2019, but only to the extent (i) Seller or any of its Affiliates have received a cash payment in respect of such income prior to the Closing or (ii) neither Seller nor any of its Affiliates have received a cash payment in respect of such income prior to the Closing, and a receivable in respect of the right to receive such cash payment is reflected as an asset in the Closing Working Capital as finally determined pursuant to this Agreement.
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Excluded Business Taxes means, without duplication, any Taxes (other than Taxes imposed on any of the Purchased Companies and any Transfer Taxes) (i) imposed with respect to the Purchased Assets, Assumed Liabilities or the Business for any Pre-Closing Period or (ii) (x) imposed on the transfer of the Purchased Assets or Assumed Liabilities by the Seller or any of its Affiliates to Purchaser or any its Affiliates pursuant to this Agreement or (y) arising from any action or transaction by the Seller or any of its Affiliates (other than the Purchased Companies) outside of the ordinary course of business (1) on the Closing Date before or upon the Closing or (2) taken or completed on the Closing Date that is specifically required under the Transaction Documents to be taken in connection with the Closing.
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Excluded Business Taxes means, without duplication:
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Excluded Business Taxes means any Taxes imposed with respect to the Plastics Assets, the Assumed Liabilities or the Plastics Business for any Pre-Closing Tax Period, other than (i) any Taxes of, imposed on, or payable by or with respect to any of the Transferred Entities and (ii) any Taxes for which Buyer is responsible pursuant to Section 9.07.
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Excluded Business Taxes means any Taxes imposed with respect to the Excluded Assets or the Retained Liabilities. “Final Net Working Capital Adjustment” means an amount (positive or negative) equal to the Final Net Working Capitalminus the Reference Net Working Capital.
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Related to Excluded Business Taxes

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Minority-owned business means a business concern which is at least 51% owned by one or more minority persons, or in the case of a corporation, at least 51% of the stock in which is owned by one or more minority persons; and the management and daily business operations of which are controlled by one or more of the minority individuals who own it.

  • minority business enterprise means any small contractor or supplier of materials fifty-one percent or more of the capital stock, if any, or assets of which is owned by a person or persons: (1) who are active in the daily affairs of the enterprise, (2) who have the power to direct the management and policies of the enterprise, and (3) who are members of a minority, as such term is defined in subsection (a) of Connecticut General Statutes § 32-9n; and

  • Disabled Business Enterprise means a business owned by a person with a disability that is a continuing, independent, for-profit business that performs a commercially useful function, and is at least fifty-one (51%) owned and controlled by one (1) or more persons with a disability, or, in the case of any publicly-owned business, at least fifty one percent (51%) of the stock of which is owned and controlled by one(1) or more persons with a disability and whose management and daily business operations are under the control of one (1) or more persons with a disability.

  • Unitary business means one or more related business organizations engaged in business activity both within and outside the State among which there exists a unity of ownership, operation, and use; or an interdependence in their functions.