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 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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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 -4- 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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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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Related to Excluded Business Taxes

  • Excluded Real Property (a) any Real Property that is subject to a Lien expressly permitted by Section 7.3(j) (solely to the extent that the Indebtedness secured by such Lien would prohibit a Lien on such Real Property to secure the Obligations) or Section 7.3(g) (solely to the extent securing Indebtedness under Sections 7.2(c) or 7.2(t)), (b) any Real Property with respect to which, in the reasonable judgment of the Borrower and the Administrative Agent, the cost of providing a mortgage on such Real Property in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom and (c) any Real Property to the extent providing a mortgage on such Real Property would (i) result in material adverse tax consequences to Holdings or the Borrower or any of its Restricted Subsidiaries as reasonably determined by the Borrower (provided, that any such designation of Real Property as Excluded Real Property shall be subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)), (ii) violate any applicable Requirement of Law, (iii) be prohibited by any applicable Contractual Obligations (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) to the extent such prohibition was not created in contemplation of a mortgage on such Real Property or (iv) give any other party (other than a Loan Party or a wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Real Property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) to the extent such right was not created in contemplation of a mortgage on such Real Property; provided that the Borrower may designate in a written notice to the Administrative Agent any Real Property not to constitute “Excluded Real Property”, whereupon the Borrower shall be obligated to comply with the applicable requirements of Section 6.8 as if it were newly acquired.

  • Specified Business means a business of a kind prescribed by the regulations to be a specified business; tenant, in relation to a lease, means the person who, under the lease, is or would be entitled to occupy the premises the subject of the lease; Tribunal means the State Administrative Tribunal;

  • 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.

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Qualified business facility means any building, complex of

  • Certified Minority Business Enterprise means a business which has been certified by the certifying organization or jurisdiction in accordance with s. 287.0943(1) and (2).

  • Minority Owned Business Enterprise or "MBE" means a firm awarded certification as a minority owned and controlled business in accordance with City Ordinances and Regulations as well as a firm awarded certification as a minority owned and controlled business by Cook County, Illinois. However, it does not mean a firm that has been found ineligible or which has been decertified by the City or Cook County.

  • Qualified business means a for-profit business that obtains services relating to that business from 30 or fewer employees or employees of independent contractors performing services substantially similar to employees during a random week in the year ending on the tax day. If a person is a unified business group as that term is defined in section 117 of the Michigan business tax act, 2007 PA 36, MCL 208.1117, the number of employees from whom services are obtained includes all employees of the unitary business group and employees of independent contractors of the unitary business group rendering services to the qualified business.

  • Minority-owned business means a business that is at least 51 percent owned by one or more minority individuals who are United States citizens or legal resident aliens, or in the case of a corporation, partnership, or limited liability company or other entity, at least 51 percent of the equity ownership interest in the corporation, partnership, or limited liability company or other entity is owned by one or more minority individuals who are United States citizens or legal resident aliens, and both the management and daily business operations are controlled by one or more minority individuals.

  • 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

  • Asset Taxes means ad valorem, property, excise, severance, production or similar taxes (including any interest, fine, penalty or additions to tax imposed by Governmental Authorities 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, income, capital gains and franchise taxes.

  • Core Business means any material line of business conducted by Holdings and its Subsidiaries as of the Closing Date and any business directly related thereto.

  • 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.

  • 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.