Formation Taxes definition

Formation Taxes means any and all Taxes imposed on any member of a Group with respect to any Formation Transaction to the extent that such Tax would not have been imposed if GE had transferred all of GE O&G to Newco in exchange for stock of Newco (and BHI’s shareholders were treated as contributing their BHI shares to Newco in exchange for stock of Newco) in a transaction qualifying under Section 351 of the Code, including any Taxes arising by reason of (A) the acceleration or triggering of deferred intercompany transactions and excess loss accounts under Treas. Reg. §§ 1.1502-13 and 1.1502-19, respectively, (B) prepaid expenses, (C) deferred revenue, (D) the acceleration of adjustments under Section 481 of the Code and (E) any other items that are accelerated by reason of any Formation Transaction or for which the income or gain has economically accrued prior to the Closing Date and for which an item of income or gain is recognized by reason of the formation of Newco LLC.
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Formation Taxes means any Taxes imposed on any Formation Transaction to the extent that such Tax would not have been imposed if such Formation Transaction had not occurred, including any Taxes arising by reason of the acceleration or triggering of deferred intercompany transactions and excess loss accounts under Treas. Reg. §§ 1.1502-13 and 1.1502-19, respectively, as a result of a Formation Transaction, and including (A) prepaid expenses, (B) deferred revenue, (C) the acceleration of adjustments under Section 481 of the Code and (D) any non-income taxes. In addition, “Formation Taxes” shall include (i) any non-income Taxes and Taxes imposed with respect to the settlement of the Convertible Notes and associated calls and warrants; and (ii) gain realized by an EDR Tax Indemnified Party or a New PubCo Tax Indemnified Party with respect to its interest in HoldCo as a result of a distribution (or deemed distribution) in excess of its basis in its interest in HoldCo as a result of the operation of Sections 731 and 752 of the Code.
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Formation Taxes means those income Taxes due and owing by the Predecessor Companies as a result of the Formation Transactions.
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Examples of Formation Taxes in a sentence

  • GE will bear 100% of any net Formation Taxes (irrespective of whether the Transactions are consummated).

  • Sharing · The parties shall share Structure Benefits (defined below) as follows: o To the extent of Formation Taxes borne by GE, 100% to GE; and o Thereafter, to be shared by Newco and GE based on the percentage of the Newco LLC interests owned directly by Newco and GE, respectively, at the time of such allocation (the “Sharing Allocation”).

  • The parties shall provide each other with good faith estimates of the amount, if any, of GE Formation Taxes and the Newco Formation Taxes, as soon as reasonably available.

  • Such certification shall set forth in reasonable detail the basis for such computation, together with a statement to the effect that (i) all such computations have been made without regard to any transaction a significant purpose of which is to increase the amount of GE Formation Taxes and (ii) GE mitigated, to the extent possible, GE Formation Taxes.

  • Pre-Closing Taxes · Newco LLC will be responsible for (i) any pre-closing Taxes of BHI and its Subsidiaries other than any Formation Taxes and (ii) any pre-closing Taxes of GE O&G, whether imposed on GE and its Subsidiaries or Newco LLC and its Subsidiaries, other than (x) GE Income Taxes and (y) GE Formation Taxes (“Newco LLC Pre-Closing Taxes”).

  • Indemnity Indemnity Settlement · The Parties shall work in good faith to arrive at a settlement in respect of identified Formation Taxes and Tax Refunds payable by the Newco LLC Group or Newco Group to the GE Group pursuant to Section 6.03.

  • Closing Taxes · Newco LLC will be responsible for (i) any pre-closing Taxes of BHI and its Subsidiaries other than any Formation Taxes and (ii) any pre-closing Taxes of GE O&G, whether imposed on GE and its Subsidiaries or Newco LLC and its Subsidiaries, other than (x) GE Income Taxes and (y) GE Formation Taxes (“Newco LLC Pre-Closing Taxes”).

  • The Parties shall work in good faith to arrive at a settlement in respect of identified Formation Taxes and Tax Refunds payable by the Newco LLC Group or Newco Group to the GE Group pursuant to Section 6.03.

  • For the avoidance of doubt, Formation Taxes shall not be included in Newco LLC Pre-Closing Taxes (defined below).


More Definitions of Formation Taxes

Formation Taxes means any Taxes imposed with respect to any Formation Transaction to the extent that such Tax would not have been imposed if GE had transferred all of GE O&G to Newco in exchange for stock of Newco (and BHI’s shareholders were treated as contributing their BHI shares to Newco in exchange for stock of Newco) in a transaction qualifying under Section 351 of the Code, including any Taxes arising by reason of (A) the acceleration or triggering of deferred intercompany transactions and excess loss accounts under Treas. Reg. §§ 1.1502-13 and 1.1502-19, respectively, (B) prepaid expenses, (C) deferred revenue, (D) the acceleration of adjustments under Section 481
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Formation Taxes means any and all Taxes imposed on any member of a Group with respect to any Formation Transaction to the extent that such Tax would not have been imposed if GE had transferred all of GE O&G to BHI in exchange for stock of BHI in a transaction qualifying under Section 351 of the Code, including any Taxes arising by reason of (A) the acceleration or triggering of deferred intercompany transactions and excess loss accounts under Xxxxx. Reg. §§ 1.1502-13 and 1.1502-19, respectively, (B) prepaid expenses, (C) deferred revenue, (D) the acceleration of
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Formation Taxes means any Taxes imposed with respect to any Formation Transaction to the extent that such Tax would not have been imposed if GE had transferred all of GE O&G to Newco in exchange for stock of Newco (and BHI’s shareholders were treated as contributing their BHI shares to Newco in exchange for stock of Newco) in a transaction qualifying under Section 351 of the Code, including any Taxes arising by reason of (A) the acceleration or triggering of deferred intercompany transactions and excess loss accounts under Treas. Reg. §§ 1.1502-13 and 1.1502-19, respectively, (B) prepaid expenses, (C) deferred revenue, (D) the acceleration of adjustments under Section 481 of the Code and (E) any other items that are accelerated by reason of any Formation Transaction or for which the income or gain has economically accrued prior to the Closing and for which an item of income or gain is recognized by reason of the formation of Newco LLC. For the avoidance of doubt, Formation Taxes shall not be included in Newco LLC Pre-Closing Taxes (defined below).
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Related to Formation Taxes

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

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

  • Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

  • Canadian Taxes has the meaning specified in Section 11.05.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

  • non-taxable territory means the territory which is outside the taxable territory;

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

  • Transfer Taxes has the meaning set forth in Section 6.05.

  • 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.

  • 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.

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

  • 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.

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

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

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

  • Conveyance Taxes means all sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

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

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

  • Transfer Tax means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

  • 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.

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

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.