Excluded Tax Liability means: (i) Taxes of the Seller and its owners with respect to any taxable period; (ii) all Taxes related to or arising from the transactions contemplated under this Agreement or any other related agreement (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 2.2.2); (iii) all Taxes that are the responsibility of Seller pursuant to Section 9.17; (iv) all Taxes asserted against the Assets or the Business for any Pre-Closing Period; and (v) all Taxes of another person with respect to the Assets or Business imposed on Seller as a transferee or successor, by contract, pursuant to any law, under Treasury Regulations 1.1502-6 or any similar provision of state, local or non-U.S. laws, or otherwise.
Excluded Tax Liability has the meaning set forth in Section 3.1(b)(ii).
Excluded Tax Liability has the meaning given in the Warranty & Indemnity Insurance;
Examples of Excluded Tax Liability in a sentence
There is clear violation of article 14, 15 and 21 of theconstitution.
More Definitions of Excluded Tax Liability
Excluded Tax Liability means any losses arising out of or related to any Tax with respect to the business or activities of Seller Parent or its Subsidiaries (including any divested or discontinued business of Seller Parent or its Subsidiaries) other than the Business as conducted by the Acquired Companies as of the date hereof.
Excluded Tax Liability has the meaning set forth in Section 2.4(f).
Excluded Tax Liability has the meaning set forth in Section 3.1(b)(ii). ------------------
Excluded Tax Liability which shall be any Tax payable with respect to any business, asset, property or operation of Seller or any member of any affiliated group of which Seller is a member (including any Taxes relating to or arising out of the ownership or operation of the Purchased Assets) relating to any Tax period prior to the Effective Time, other than any Tax for which Buyer is responsible pursuant to Section 8.7 (provided, that notwithstanding Section 8.7, Buyer shall not assume any Liability for transfer Taxes to the extent such transfer Tax is measured by gain realized by Seller from the sale of the Purchased Assets) and, for this purpose, in the case of a taxable period that begins before and ends after the Effective Time (a “Straddle Period”), (i) any Tax that is based on income, revenue, sales, payments or wages shall be allocated between the portion of the Straddle Period that occurs on or before the Effective Time and the remainder of the Straddle Period, as if based on a closing of the books as of the Effective Time, (ii) and any other Tax shall be allocated in proportion to the number of the days of the Straddle Period ending before and after the Effective Time;
Excluded Tax Liability means the following Losses: (i) all liabilities for Taxes and related Losses now or hereafter owed by Sellers (or any Affiliate thereof), including (but not limited to) any liability for Taxes owed by Sellers as a result of the transfers described in Sections 2.2, 2.4 and 2.5 of this Agreement, except for any liabilities for Taxes relating to the Transferred Assets with respect to any Tax period or portion thereof beginning after the Closing Date; (ii) all liabilities for Taxes and related Losses relating or attributable to the Business or the ownership, use or operation of the Transferred Assets for any Tax period or portion thereof ending on or before the Closing Date; or (iii) all liabilities for Transfer Taxes allocated to Sellers (or any Affiliate thereof) pursuant to Section 9.1(c), provided, however, that no liability for Taxes or related Losses shall constitute an Excluded Tax Liability to the extent it is shown on the Final Closing Statements.
Excluded Tax Liability has the meaning provided in Section 1.3(b)(vi) of the Agreement.
Excluded Tax Liability means: (i) Taxes of the Parent or any Seller with respect to any taxable period; (ii) all Taxes of the Parent or any Seller related to or arising from the transactions contemplated under this Agreement or any other Transaction Document (other than the portion of Transfer Taxes for which Buyer is liable pursuant to Section 9.5.2); (iii) all Taxes that are the responsibility of Parent or any Seller pursuant to Section 8.12; and (iv) all Taxes asserted against or with respect to the Assets or the Business for any Pre-Closing Period.