Group Tax Arrangement definition

Group Tax Arrangement has the meaning given to it in the Tax Indemnity;
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Group Tax Arrangement means any statutory provision or any arrangement contemplated by a statutory provision under which any Sellers’ Retained Group Company is required to discharge the Tax liabilities of, or Tax attributable to a transaction or profits of, a Target Group Company, except so far as that requirement arises as a result of the failure of a Target Group Company to pay Tax which it is liable to pay or any arrangements entered into or statutory provision under which any Target Group Company is required to discharge any Tax liabilities of, or Tax attributable to a transaction or profits of, a Sellers’ Retained Group Company, except insofar as that requirement arises as a result of the failure of a Sellers’ Retained Group Company to pay Tax which it is liable to pay.
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Group Tax Arrangement means any arrangements or procedures, where the Tax affairs of any Group Company can be voluntarily managed (wholly or partly) on a group basis or income, profits or gains can be reallocated or readjusted between group companies;
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Examples of Group Tax Arrangement in a sentence

  • Other than with respect to VAT, RemainCo and SpinCo agree (and agree to cause their Subsidiaries) to cooperate in order to take the relevant steps for all members of the RemainCo Group and the SpinCo Group to cease to be treated as members of any Group Tax Arrangement or GPA which includes members of both the RemainCo Group and the SpinCo Group with effect from the Distribution Date.


More Definitions of Group Tax Arrangement

Group Tax Arrangement means any arrangements or procedures, where the Tax affairs of any company can be voluntarily managed (wholly or partly) on a group basis or income, profits or gains can be reallocated or readjusted between group companies or group payment arrangements (other than any arrangement or procedure for any U.S. federal, state or local purposes).
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Group Tax Arrangement means any arrangements or procedures, where the Tax affairs of any company can be voluntarily managed (wholly
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Group Tax Arrangement means any statutory provision or any arrangement contemplated by a statutory provision under which any Sellers’ Retained Group Company is required to discharge the Tax liabilities of, or Tax attributable to a transaction or profits of, a Target Group Company, except so far as that requirement arises as a result of the failure of a Target Group Company to pay Tax which it is liable to pay or any arrangements entered into or statutory provision under which any Target Group Company is required to discharge any Tax liabilities of, or Tax attributable to a transaction or profits of, a Sellers’ Retained Group Company, except insofar as that requirement arises as a result of the failure of a Sellers’ Retained Group Company to pay Tax which it is liable to pay. “Group Tax Relief” means any right to allocate or reallocate Tax or Reliefs otherwise than by means of a Group Tax Arrangement between members of a group or consortium or other association for Tax purposes including by way of (i) the surrender of losses, (ii) the surrender of Tax refunds, (iii) the surrender of relievable Tax, (iv) the ability to allocate or reallocate a profit, gain or loss for Tax purposes or the ability to reduce or exempt the taxable income of one entity as a result of the increase in the taxable income of another entity (including by way of disallowance of a Relief), (v) the ability to allocate or reallocate Degrouping Taxation, (vi) the ability to rollover a gain on the assets of one member into the cost (for Tax purposes) of the assets of another, (vii) the ability to allocate or reallocate any liability to settle Tax or (viii) the ability to disregard entities for Tax purposes with the consequence that the Tax liability falls on a different entity. “Hazardous Materials” means all substances, materials, mixtures, items and wastes defined, classified, regulated or characterized under any Environmental Law as hazardous, dangerous, flammable, toxic, corrosive, a contaminant, a pollutant or words of similar meaning, including asbestos or asbestos containing materials, lead or lead containing materials, polychlorinated biphenyls and radiation (but excluding gaseous, particles or other emissions by vehicles). “HMRC” means Her Majesty’s Revenue & Customs. “IBC” has the meaning set forth in Exhibit 6.3(e). “Indemnified Taxes” means, without duplication, (i) the Pre-Closing Taxes; (ii) any Taxes, or payment in respect of a Tax, due by the Target Group Companies or any Controlled Dealership
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Group Tax Arrangement means any statutory provision or arrangements contemplated by a statutory provision (including section 43(1) VATA) under which a Seller (or an Affiliate of a Seller) is required to discharge the Tax liabilities of, or Tax attributable to a transaction or profits or gains of, French’s UK, except to the extent that requirement arises as a result of the failure of French’s UK to pay Tax which it is liable to pay.
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Group Tax Arrangement means any statutory provision or arrangements contemplated by a statutory provision (including section 43(1) VATA) under which a Seller (or an Affiliate of a Seller) is required to discharge the Tax liabilities of, or Tax attributable to a transaction or profits or gains of, French’s UK, except to the extent that requirement arises as a result of the failure of French’s UK
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Group Tax Arrangement means(i) the VAT group entered into pursuant to section 43(1) VATA 1994 with registration number 547 8630 11 of which National Grid ElectricityTransmission Plc is the representative member; and (ii) the group payment arrangement entered into pursuant to section 59F Taxes Management Xxx 0000 under which NGH1 is the nominated company (the “Group Payment Arrangement”); “Hazardous Substances” has the meaning given to it in paragraph 10.1 of Schedule 6; “Health and Safety Matters” has the meaning given to it in paragraph 10.1 of Schedule 6; “Hive Out Agreement” means the hive out agreement dated 30 September 2016 entered into between NGG and Cadent Gas Limited (formerly known as National Grid Gas Distribution Limited) relating to the sale of the distribution business from NGG to Cadent Gas Limited (the “Hive Out”); “Hive Out Agreement Warranty” means the warranty given by the Seller on the date of this agreement in respect of the Hive Out as set out in Clause 8; “HMRC” means Her Majesty’s Revenue and Customs; “HSE”, “HSE Authority”, “HSE Law”, “HSE Matters” and “HSE Permit” have the meanings given to them in paragraph 10.1 of Schedule 6; “IFRS” means the body of pronouncements issued by the International Accounting Standards Board (IASB) including International Financial Reporting Standards and interpretations approved by the IASB, International Accounting Standards and Standing Interpretations Committee interpretations approved by the predecessor International Accounting Standards Committee; “Incorporation Date” means the date of incorporation of XxxX TopCo in accordance with Part B of Schedule 2 agreed in writing between the Investor and the Seller as soon as possible after the date of this Agreement; “Indebtedness” means, in relation to any person, all loans or other financing liabilities, together with interest accrued but excluding trading debt or liabilities arising in the ordinary course of trading; “Indemnity Claim” means a claim against the Seller for breach of or under Clause 7; “Information Access Agreement” means the mutual information access agreement to be entered into between NGUK and NGG in respect of the information access services to be provided following Closing;
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Related to Group Tax Arrangement

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • legal arrangement means a trust or other similar arrangement;

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • Access Arrangement means an arrangement for access to a Covered Pipeline that has been approved by the Relevant Regulator.

  • 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).

  • Benefit Arrangement means at any time an employee benefit plan within the meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and which is maintained or otherwise contributed to by any member of the ERISA Group.

  • Life-of-the-unit, firm power contractual arrangement means a unit participation power sales agreement under which a utility or industrial customer reserves, or is entitled to receive, a specified amount or percentage of nameplate capacity and associated energy from any specified unit and pays its proportional amount of such unit's total costs, pursuant to a contract:

  • Foreign Benefit Arrangement any employee benefit arrangement mandated by non-US law that is maintained or contributed to by any Group Member or any ERISA Affiliate.

  • Management Arrangements means the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Specification, the Service Levels, the Award Procedures and the terms of this Framework Agreement, set out in Schedule 4.

  • Agreement combined tax rate means the sum of the tax rates:

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Permitted Tax Restructuring means any reorganizations and other activities related to Tax planning and reorganization entered into prior to, on or after the date hereof (including the Transactions) so long as such Permitted Tax Restructuring is not adverse to the Lenders in any material respect (as reasonably determined by the Borrower in good faith); provided that the Transactions shall not be considered adverse to the Lenders, in any material respect.

  • Compensation Arrangement means any direct or indirect compensatory payment or other financial agreement, arrangement or understanding with any person or entity other than the Corporation, including any agreement, arrangement or understanding with respect to any direct or indirect compensation, reimbursement or indemnification in connection with candidacy, nomination, service or action as a nominee or as a director of the Corporation;

  • referral arrangement means any arrangement in which a registrant agrees to pay or receive a referral fee;

  • Treasury Management Arrangement means any agreement or other arrangement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

  • Benefit Arrangements has the meaning set forth in Section 4.20(b).

  • Cash Management Arrangements means all cash management arrangements pursuant to which Honeywell or its Subsidiaries automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of SpinCo or any member of the SpinCo Group.

  • netting arrangement means an arrangement under which a number of claims or obligations can be converted into a single net claim, including close-out netting arrangements under which, on the occurrence of an enforcement event (however or wherever defined) the obligations of the parties are accelerated so as to become immediately due or are terminated, and in either case are converted into or replaced by a single net claim, including ‘close-out netting provisions’ as defined in point (n)(i) of Article 2(1) of Directive 2002/47/EC and ‘netting’ as defined in point (k) of Article 2 of Directive 98/26/EC;

  • Unit Price Arrangement means that part of the Contract that prescribes the product of a price per unit of measurement multiplied by a number of units of measurement for performance of the Work to which it relates;

  • Continuing Arrangements means those arrangements set forth on Schedule 1.1(24) and such other commercial arrangements among the Parties that are intended to survive and continue following the Separation Time; provided, however, that for the avoidance of doubt, Continuing Arrangements shall not be Third Party Agreements.

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • 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.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.

  • admission arrangements means the arrangements for a particular school or schools which govern the procedures and the decision making for the purposes of admitting pupils to the school.

  • Travel Arrangements means: (a) transportation: (b) accommodations: and (c) other specified services arranged by the Travel Supplier for the covered trip.