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.
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 means (i) all Liabilities of Seller for Taxes for any taxable period, including as a result of the transactions contemplated hereby, other than such part of the Stamp Duty which is payable by Buyer in accordance with the provisions of this Agreement; and (ii) any Liability for Taxes as a result of an obligation under any Tax sharing, Tax allocation, Tax indemnity or similar agreements with respect to the Business.
Examples of Excluded Tax Liabilities in a sentence
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.
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.
Thus, the Interest Act does not apply and prejudgment interest is not available toPlaintiffs.
Notwithstanding the foregoing, the TWIC Non-Broadband Liabilities shall include the Excluded Liabilities and Excluded Tax Liabilities.
Anything in this Section 9 to the contrary notwithstanding, the rights and obligations of the parties with respect to indemnification for any and all Excluded Tax Liabilities shall be governed by Section 10.1(c).
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 shall have the meaning set forth in Section 1.03(b).
Excluded Tax Liabilities has the meaning set forth in Schedule G;
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, all liabilities for (a) Taxes to the extent arising out of, in respect of, or relating to the Product Business or the Purchased Assets for Pre-Closing Tax Periods other than such Taxes resulting solely from a Buyer Tax Act or solely attributable to any breach by Buyer, any of its Affiliates or any of their respective transferees or successors of any covenant or other agreement hereunder or under any Ancillary Agreement, (b) to the extent not described under the immediately preceding clause (a), all Taxes of any Divesting Entity or any Affiliate thereof, including Taxes incurred by any Divesting Entity or any such Affiliate in connection with the consummation of the sale and transfer of the Purchased Assets hereunder or under any Ancillary Agreement, other than Transfer Taxes, and (c) Taxes with respect to any Pre-Closing Tax Period of a Person other than a Divesting Entity, Buyer or its Affiliates that is payable pursuant to any Shared Contracts or Purchased Contracts.
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.