Excluded Payroll Taxes definition

Excluded Payroll Taxes means the employer’s share of any Taxes due under Section 3111(a) of the Code in the case of any employee (i) who remains employed by the Group Companies through the Closing Date and (ii) whose wages from the Group Companies for the 2020 Tax year exceeded $142,800.
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Excluded Payroll Taxes means the employer portion of any payroll or employment Taxes payable in respect of any cash disbursements not made at or in connection with Closing (including any payment of the Indemnification Escrow Fund pursuant to Section 8.7 and any payment of the Purchase Price Escrow Fund pursuant to Section 3.4(d)). For the avoidance of doubt, Excluded Payroll Taxes shall (i) not be treated as a Pre-Closing Tax, (ii) be borne by Acquiror or the Surviving Corporation and (iii) not be included in the calculation of Merger Consideration, indemnified by the Pre-Closing Holders or otherwise reduce the amounts payable to the Pre-Closing Holders pursuant to the transactions contemplated by this Agreement.
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Excluded Payroll Taxes means the employer portion of any payroll, social security, unemployment, employment or similar Taxes with respect to the payments set forth on Schedule A-3.
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Examples of Excluded Payroll Taxes in a sentence

  • For the avoidance of doubt, Net Working Capital shall (a) be prepared and calculated in accordance with the Accounting Principles, (b) exclude as assets (but not the use thereof) all income Tax assets and include all current Tax liabilities, and (c) exclude all Cash, Indebtedness and Excluded Payroll Taxes.


More Definitions of Excluded Payroll Taxes

Excluded Payroll Taxes means the employer’s share of any payroll Taxes due under Section 3111(a) of the Code with respect to any payment under this Agreement that constitutes a Transaction Expense to any Employee whose wages from the Acquired Companies for the 2018 calendar year exceeded $132,900.
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Excluded Payroll Taxes means the employer’s share of any Taxes due under Section 3111(a) of the Code in the case of any current employee of the Company or its Subsidiaries whose wages from the Company or its Subsidiaries for the 2020 calendar year (excluding amounts included in clause (iii) of the definition of “Transaction Expenses”) are reasonably expected to exceed $137,700.
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Excluded Payroll Taxes means any Taxes due under Section 3111(a) of the Code with respect to compensatory payments made in connection with the transactions contemplated by the Transaction Steps Plan in the case of any recipient whose wages form the Precoat Subsidiaries or the Chromalloy Subsidiaries for the 2021 tax year exceeded $147,000.
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Excluded Payroll Taxes means (i) the employer portion of any payroll or employment Taxes incurred in connection with any bonuses, option cashouts or other compensatory payments in connection with the consummation of the Mergers or the other transactions contemplated hereby, including those arising from or related to the payment of any amounts hereunder or under any other Contract as a result of, or in connection with, the consummation of the Mergers and the other transactions contemplated hereby, in each case, to the extent such payments are not paid prior to, at or substantially contemporaneously with the Closing and (ii) any such payroll, employer or employment Taxes incurred as a result of the Milestone Payment or any retention payments payable or equity awards granted by Acquiror or any of its Affiliates pursuant to the terms of any Offer Document or other post-Closing employment arrangement with Acquiror or any of its Affiliates. For the avoidance of doubt, Excluded Payroll Taxes will: (a) not be included within the definitions of Closing Net Working Capital, Closing Indebtedness, Third Party Expenses or Unpaid Pre-Closing Taxes and (b) not reduce the amount of Merger Consideration (including, for the avoidance of doubt, the Milestone Payment) payable to the Securityholders.
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Excluded Payroll Taxes means the employer’s share of any Taxes due under Section 3111(a) of the Code in the case of any employee
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Excluded Payroll Taxes means (i) the employer portion of any employment or payroll Taxes with respect to any Company Transaction Expenses or any other compensatory payments made in connection with the Mergers and the transactions contemplated by this Agreement, in each case, to the extent such payments are not paid prior to, at or substantially contemporaneously with the Closing and (ii) any such employment or payroll Taxes incurred as a result of the release of the Purchase Price Adjustment Holdback and the Retention Holdback or any retention payments payable or equity awards granted by Parent or any of its Affiliates pursuant to the terms of any post-Closing employment arrangement with Parent or any of its Affiliates. “Excluded Shares” means (i) shares of Company Capital Stock owned by Parent, DK HoldCo, Merger Sub I, Merger Sub II or any other direct or indirect wholly-owned Subsidiary of Parent and shares of Company Capital Stock owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (ii)
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Related to Excluded Payroll Taxes

  • Excluded Payments means (i) indemnity payments paid or payable by Lessee to or in respect of Owner Participant, or Owner Trustee in its individual capacity, their respective Affiliates, successors and permitted assigns and their directors, officers, employees, servants and agents pursuant to Section 9 of the Participation Agreement or any corresponding payments under the Lease, (ii) proceeds of public liability insurance paid or payable as a result of insurance claims made, or losses suffered, by Owner Trustee in its individual capacity or by Owner Participant, that are payable directly to Owner Trustee in its individual capacity, or Owner Participant, respectively, for their own account, (iii) proceeds of insurance maintained with respect to the Aircraft by Owner Participant or any Affiliate thereof for its or their own account or benefit (whether directly or through Owner Trustee) and permitted under Section 11.2 of the Lease, (iv) all payments required to be made under the Tax Indemnity Agreement by Lessee whether or not denominated as Supplemental Rent, (v) any Transaction Expenses paid or payable by the Lessee to the Owner Trustee (to the extent for its sole benefit) or the Owner Participant pursuant to the Lease or the Participation Agreement, (vi) any amount payable to the Owner Participant by any transferee as the purchase price of the Owner Participant's interest in the Trust Estate, (vii) any interest that pursuant to the Operative Agreements may from time to time accrue in respect of any of the amounts described in clauses (i) through (vi) above, (viii) any right to enforce the payment of any amount described in clauses (i) through (vii) above (PROVIDED, that the rights referred to in this clause (viii) shall not be deemed to include the exercise of any remedies provided for in the Lease other than the right to xxx for specific performance of any covenant to make such payment or to xxx for damages in respect of the breach of any such covenant) and (ix) any right to exercise any election or option or make any decision or determination, or to give or receive any notice, consent, waiver or approval, or to take any other action in respect of, but in each case, only to the extent relating to, any Excluded Payments.

  • 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).

  • 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.

  • 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.

  • 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.

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

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

  • 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.

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

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • MUNICIPAL TAXABLE INCOME means the following:

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

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

  • Canadian Taxes has the meaning specified in Section 10.05.

  • Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  • 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.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • 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).

  • 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.

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

  • Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • casual taxable person means a person who occasionally undertakes transactions involving supply of goods or services or both in the course or furtherance of business, whether as principal, agent or in any other capacity, in the taxable territory where he has no fixed place of business;

  • Consolidated Income Tax Expense means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.