Indemnified Tax Liability definition

Indemnified Tax Liability means any Tax Liability of the Rio Tinto Group or the BHP Billiton Group, if and to the extent it is attributable to Relevant Period Iron Ore Assets, that relates to the Implementation Agreement period before the Effective Date. A Tax Liability will be taken to relate to the period before the Effective Date:
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Indemnified Tax Liability means any Liability for Taxes resulting by reason of the several liability of any Purchased Company pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law or by reason of any Purchased Company having been a member of any consolidated, combined or unitary group on or prior to the Closing Date. For the avoidance of doubt, “Indemnified Tax Liability” shall include any amounts includable in income of a Purchased Company in a Pre-Closing Tax Period and deferred pursuant to Section 965(h).
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Indemnified Tax Liability means any and all Losses that may be incurred or suffered arising out of or by reason of or in connection with or due to Taxes that are required to be paid by Seller pursuant to Section 5.5(b).
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Examples of Indemnified Tax Liability in a sentence

  • Notwithstanding the foregoing, the payment shall be reduced in amount by the total of then outstanding (or previously paid) claims asserted by the Buyer under the procedures set forth in Section 11.3(g) of this Agreement for indemnification payments with respect to any taxable year or period under Section 11.2(b)(v) of this Agreement (pertaining to any Indemnified Tax Liability).

  • Any claim for Indemnified Tax Liability asserted by the Buyer may include deficiencies in previously asserted claims.

  • Each Shareholder agrees to indemnify, defend and hold I-Alliance Indemnified Parties harmless from and against all Losses incurred by I-Alliance Indemnified Parties resulting from or on account of Indemnified Tax Liability or Errors and Omissions Liability (as defined below).

  • In that event, the Sellers' Representative shall permit the Company, through counsel of the Company's own choosing and at the Company's sole expense, to participate in the settlement, compromise or other disposition of such Indemnified Tax Liability.

  • As mentioned, the Senate Standing Committee on Foreign Affairs, Defence and Trade recently stated that ‘Australia's role now is to help ensure that the [R2P] doctrine extends beyond lofty rhetoric to action where required.’ This Defence White Paper is an important opportunity in doing so.

  • In that event, the Preferred Stockholders shall permit Agere and the Surviving Entity, through counsel of their own choosing and at their sole expense, to participate in the settlement, compromise or other disposition of such Indemnified Tax Liability.

  • CBRE Global Investors, its leadership team and the entire staff are dedicated to striving for high performance in everything we do.

  • If the Sellers elect not to represent the Company's or interests, Terayon may pay, compromise or contest such Indemnified Tax Liability in such manner as it deems appropriate (in its sole discretion); and the Sellers shall be deemed to have conceded Terayon's rights to indemnification from the Sellers pursuant to Section 8.5(a) with respect to such Indemnified Tax Liability.

  • The Stockholder shall have the sole right to represent the interests of the Company in any audit, administrative, court or other proceeding relating to an Indemnified Tax Liability, to employ counsel or other representatives of its choice and to otherwise control the conduct of such audit or proceeding in such manner as it deems fit in its sole discretion including, without limitation, to contest, litigate, compromise and settle any adjustment or assessment made or proposed therein.

  • If the Preferred Stockholders elect not to represent the Company's interests, Agere may pay, compromise or contest such Indemnified Tax Liability in such manner as it deems appropriate (in its sole discretion); and the Preferred Stockholders shall be deemed to have conceded Agere's rights to indemnification from the Preferred Stockholders pursuant to Section 9.6(a) with respect to such Indemnified Tax Liability.


More Definitions of Indemnified Tax Liability

Indemnified Tax Liability will mean any and all federal, state or local income tax or franchise tax liability of ECI (or on account of ECI) whether in the current or future tax years, on account of the distribution to the Shareholders and others of the Contingent Receivable and or the realization thereof. 10.4.2 "Errors and Omissions Liability" will mean any liability to ECI due to errors and omissions of its employees and agents occurring before the Closing Date which has not been disclosed in the Schedules to this Agreement and whose existence is not a breach of the representations and warranties contained herein, to the extent such liability is not reimbursed by insurance coverage maintained by ECI prior to the Closing Date. 10.4.3 "Contingent Receivable" will mean a certain receivable for contingent commissions for business written prior to the Closing which was distributed or otherwise transferred from ECI to its then shareholders prior to this Agreement.
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Related to Indemnified Tax Liability

  • Indemnified Tax means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of a Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

  • Indemnified Taxes means Taxes other than Excluded 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.

  • Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

  • 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).

  • Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Excluded Tax means any Tax imposed by any jurisdiction on the net income of the Note Holder;

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

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

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Related Taxes means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:

  • Realized Tax Benefit means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • Realized Tax Detriment means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

  • UK Tax Deduction means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document, other than a FATCA Deduction.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Further Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including, without limitation, net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 4.01.

  • Relevant Tax Authority means HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established;

  • Tax Indemnitee as defined in Section 3.01(5).

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

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

  • 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.

  • Tax Liabilities means all liabilities for Taxes.

  • Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.