Excluded Tax Liabilities definition

Excluded Tax Liabilities means all Income Taxes relating to or arising out of, or resulting from the ownership or operation of the Transferred Systems for taxable periods, or portions thereof, ending on or prior to the Closing, other than Income Taxes suffered by Comcast or any of its Affiliates as a partner in TWE.

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Excluded Tax Liabilities means (a) any Liability of Seller for Taxes that are not related to the Business or Transferred Assets, (b) any Liability of Seller for Taxes relating to or arising out of the Business or Transferred Assets for any Pre-Closing Tax Period, and (c) any Liability of Seller for Transfer Taxes pursuant to Section 5.6.

Excluded Tax Liabilities shall have the meaning set forth in Section 1.03(b).

Examples of Excluded Tax Liabilities in a sentence

Any claim with respect to Excluded Tax Liabilities shall survive until sixty (60) days after the expiration of the statute of limitations (including any extensions) applicable to the underlying Tax matters.
Contributor shall indemnify, defend, and hold harmless Parent, the Assignee and their respective officers, directors, employees, affiliates, agents, and representatives from and against all losses, liabilities, claims, damages, actions, judgments, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Damages”) arising out of or in connection with the Excluded Tax Liabilities.
Notwithstanding the foregoing, such waiver shall not otherwise limit the rights of the Purchaser Indemnitees to indemnification under Section 10.01 and any tax liabilities arising from such waiver shall constitute Excluded Tax Liabilities.
Following the Closing, each of TWI and EMI, as the case may be, will indemnify each of the Ventures and their Subsidiaries against and holds the Ventures and their Subsidiaries harmless on a net after-Tax basis from (a) the Excluded Tax Liabilities of TWI or EMI, respectively, and (b) any Damages arising out of or incident to the imposition, assessment or assertion thereof.
Notwithstanding the foregoing, any claims or demands, legal action or other proceeding in connection with Excluded Tax Liabilities shall lay exclusively with the competent courts in the district of Tel-Aviv-Jaffa, Israel which shall have sole and exclusive jurisdiction over any such dispute.

More Definitions of Excluded Tax Liabilities

Excluded Tax Liabilities means any liability for (i) Taxes that relate, or are attributable, to the Purchased Assets or the Assumed Liabilities, in each case for any Pre-Closing Tax Period (including the Taxes apportioned to a Pre-Closing Tax Period pursuant to Section 3.3.3), (ii) Taxes of Kadmon, (iii) payments by Kadmon under any Tax allocation, sharing or similar agreement or arrangement, other than pursuant to this Agreement or the Ancillary Agreements, and (iv) any Transfer Taxes payable by Kadmon (as determined under Section 3.3.2).

Excluded Tax Liabilities shall have the meaning set forth in Section 4.05.

Excluded Tax Liabilities means (i) any and all Taxes owing to any Governmental Authority, in each case which are imposed on, or are attributable to the operations, assets, revenues, sales, payroll or income of, (a) except to the extent attributable to the Business for taxable periods, or portions of taxable periods, beginning after the Closing Date, EME or its Affiliates (other than the Acquired Companies) for any Taxable period, or (b) any Acquired Company with respect to any Taxable period, or a portion of a Taxable period (including quarterly estimated Tax periods) ending on or prior to the Closing Date, but excluding those Taxes (other than those specified in the following clause (ii)) that are not due and payable until after the Closing Date if such Taxes may be paid after the Closing Date without interest or penalty, (ii) without limiting any rights of EME pursuant to Section 9.5(c) or Section 9.5(d), (a) any Income Taxes payable by EME or any Acquired Company as a result of the Transaction or in respect of any cancellation of indebtedness income recognized in connection with the consummation of any of the transactions set forth in the Plan, and (b) any and all Taxes related to transactions undertaken pursuant to Section 1.8 or Section 4.8, or to the conversion of the Wholly Owned Companies to limited liability companies hereunder or (iii) any liability in respect of Taxes described in the preceding clauses (i) and (ii) as a result of the application of U.S. Treasury Regulation § 1.1502-6 or any comparable provision of state, local or foreign Law, as a transferee or successor.

Excluded Tax Liabilities means, without duplication, any and all (i) Taxes of the Company or GSC for any Pre-Closing Tax Period, (ii) Taxes of the Company or GSC attributable to the portion of any Straddle Period ending on the Closing Date, determined in accordance with Section 7.08(d), (iii) any Change of Accounting Method Taxes, (iv) any Taxes arising from a breach of the representations contained in Section 5.13, and (v) any related interest, penalties, additions to Tax and reasonable costs and expenses (including reasonable attorneys’ fees); provided, however, that Sellers shall not be liable under this Section 10.02 to the extent (and only to the extent) any such amounts were taken into account in the Estimated Net Purchase Price.

Excluded Tax Liabilities has the meaning set forth in Schedule G;

Excluded Tax Liabilities means (a) all Taxes (i) arising from, relating to, or with respect to, the Purchased Assets or the operation of the Business for, or that are incurred in, a Pre-Closing Tax Period, including the portion of any Straddle Period ending on the Closing Date (as determined in accordance with Section 6.2); (ii) of Seller (or its direct and indirect owners or predecessors) for any Tax period other than those Taxes for which Purchaser or any of its Affiliates becomes liable after the Closing Date pursuant to this Agreement, including as a successor or transferee, including any and all income Taxes of Seller (or its direct and indirect owners or predecessors) arising in connection with the consummation of the transactions contemplated by this Agreement; or (iii) arising from, or with respect to the Excluded Assets and/or (b) any Liability for Taxes arising from noncompliance with applicable bulk sale Laws in connection with the transactions contemplated hereby.

Excluded Tax Liabilities means all liabilities and obligations with respect to (i) any Taxes of Southampton to the extent such Taxes are attributable to any Pre-Closing Tax Period, (ii) any Taxes attributable to Southampton’s operations or Assets to the extent such taxes are attributable to any Pre-Closing Tax Period, and (iii) any Taxes of Enviva Holdings, LP, and any of their Affiliates.