Israeli Tax Rulings definition

Israeli Tax Rulings is defined in Section 6.05(b).
Sample 1
Israeli Tax Rulings has the meaning set forth in Section 5.07(c).
Sample 1
Israeli Tax Rulings has the meaning set forth in Section 7.9(b) of the Agreement. “ITA” means the Israel Tax Authority. “Joinder Agreement” means a Joinder Agreement in substantially the form of Exhibit F, attached hereto. “Key Employee” has the meaning set forth in the recitals to the Agreement. An individual shall be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter, provided that the Founder Key Employees shall be deemed to have “Knowledge” of a particular fact or matter that such Founder Key Employee could reasonably be expected to have discovered or otherwise become aware of by virtue of conducting a reasonable inquiry to such his or her direct reports. The Company shall be deemed to have “Knowledge” of a particular fact or other matter if any executive officer or director or Key Employee of any Acquired Company is deemed to have Knowledge of such fact or other matter. A Seller that is an Entity shall be deemed to have “Knowledge” of a particular fact or other matter if any officer or director (or other similar position) of such Seller is actually aware of such fact or other matter.
Sample 1

Examples of Israeli Tax Rulings in a sentence

  • In any event, the final text of the Israeli Tax Rulings shall in all circumstances be subject to the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed.

  • Otic Pharma shall have prepared, filed and received all Israeli Tax Rulings with respect to the transactions contemplated hereunder.

  • Notwithstanding the foregoing, other than as set forth in Sections 6.2(d) and 6.3(h) below, the Israeli Tax Rulings shall not be required as a condition to the consummation of the Transactions pursuant to this Section 6.1(d).

  • Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under any applicable Legal Requirement to obtain the Israeli Tax Rulings as promptly as practicable.

  • Subject to the terms and conditions hereof, Otic Pharma shall use commercially reasonable efforts to promptly take, or cause to be taken, all reasonable action and to do, or cause to be done, all reasonable things necessary, proper or advisable to obtain the Israeli Tax Rulings as promptly as practicable; provided, however, that if none of such Israeli Tax Rulings is obtained for any reason whatsoever by the Closing Date, the Closing shall be delayed or postponed.

  • Subject to the terms and conditions hereof, the Company shall use commercially reasonable efforts to promptly take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to obtain the Israeli Tax Rulings, as promptly as practicable.

  • The Company, its representatives and advisors shall not make any application to, or conduct any negotiation with, the Israeli Tax authorities with respect to any matter relating to the subject matter of the Israeli Tax Rulings without prior coordination with Parent or its representatives and advisors, and will enable Parent’s representatives and advisors to participate in all discussions and meetings relating thereto.

  • Notwithstanding the foregoing, to the extent the Israeli Tax Rulings described in Section 5.05 are obtained, any deduction and withholding of Israeli Taxes will be subject to, and performed in accordance with, the Israeli Tax Rulings as provided in Section 5.05.

  • Notwithstanding, the final text of the Israeli Tax Rulings shall in all circumstances be subject to the prior written confirmation of Buyer, which consent shall not be unreasonably withheld.

  • Each of the Company and Parent shall cause their respective Israeli counsel to coordinate all activities, and to cooperate with each other, with respect to the preparation and filing of such application and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Tax Rulings.


More Definitions of Israeli Tax Rulings

Israeli Tax Rulings shall have the meaning set forth in Section 5.3(b) of the Agreement.
Sample 1

Related to Israeli Tax Rulings

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • Israeli Companies Law means the Israeli Companies Law, 5759-1999, as amended, and the regulations promulgated thereunder.

  • Tax Ordinance means the Israeli Income Tax Ordinance [New Version], 1961, as amended.

  • Income Tax Act means the Income Tax Act, 1962 (Act No. 58 of 1962);

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Australian Tax Act means the Income Tax Assessment Act 1936 (Cth) (Australia) or the Income Tax Assessment Act 1997 (Cth) (Australia), as applicable.

  • IRS Ruling shall have the meaning set forth in the Recitals.

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

  • U.S. Tax Code means the United States Internal Revenue Code of 1986, as amended.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • ITA means the Income Tax Act (Canada).

  • Tax Opinions/Rulings means (i) any Ruling and (ii) any opinion of a Tax Advisor relating to the Transactions, including those issued on the Distribution Date or to allow a party to take actions otherwise prohibited under Section 4.03(a) of this Agreement.

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Israeli Securities Law means the Israeli Securities Law, 5728-1968, as amended, and the regulations promulgated thereunder.

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

  • Foreign Income Tax means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulation Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

  • tax treaty means an agreement for the avoidance of double taxation entered into between South Africa and another country;

  • Canadian Tax Act means the Income Tax Act (Canada), as amended.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.

  • Income Tax means any federal, state, local or foreign Tax (a) based upon, measured by or calculated with respect to net income, profits or receipts (including, without limitation, capital gains Taxes and minimum Taxes) or (b) based upon, measured by or calculated with respect to multiple bases (including, without limitation, corporate franchise taxes) if one or more of the bases on which such Tax may be based, measured by or calculated with respect to, is described in clause (a), in each case together with any interest, penalties, or additions to such Tax.

  • Transaction Tax Deductions means any Tax deductions, whether accruing before, on or after the Closing Date, relating to (a) any pay down or satisfaction of Indebtedness in connection with the Merger, (b) the payment or incurrence of any Transaction Expenses, and (c) any other deductible payments attributable to the Merger and economically borne by Sellers. For this purpose, any success-based fees shall be treated as deductible in accordance with the seventy percent safe-harbor election in Rev. Proc. 2011-29.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Swiss Withholding Tax Act means the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.