MPC Taxes definition

MPC Taxes means all liability for income Taxes in respect of sales of MPC Assets sold prior to the date of this Agreement.
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Examples of MPC Taxes in a sentence

  • Per the Investment Agreements, New GGP will indemnify Spinco from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which Spinco and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes in an amount up to the Indemnity Cap.

  • Finally, to the extent that Spinco is obligated to pay MPC Taxes for tax year 2010 and is not eligible for indemnification from New GGP due to the Indemnity Cap (described below), then New GGP may pay the taxes and the Spinco Note Amount will be increased by the amount New GGP pays.

  • There is a risk that New GGP may not have sufficient Cash to reimburse Spinco for MPC Taxes, or that the Excess Surplus Amount limitation may substantially reduce New GGP’s obligation to reimburse Spinco for MPC Taxes.

  • Estimation of the Tax Indemnification Obligation: After taking into account the Indemnity Cap, the estimated indemnification of MPC Taxes is equal to $303,750,000.

  • Pursuant to the Investment Agreements, New GGP will indemnify Spinco from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which Spinco and its subsidiaries become subject, in each case solely to the extent directly attributable to sales of certain assets in relation to MPC Taxes prior to March 31, 2010, in an amount up to the Indemnity Cap.

  • The Parties acknowledge that they are entering into this Agreement to resolve the Disputes, to fully satisfy and resolve GGP’s Indemnity Obligation for MPC Taxes and Interest and to resolve any and all other disputes between the Parties as of the Effective Date regarding MPC Taxes and indemnity for MPC Taxes, and that nothing contained herein shall be construed to be an admission of liability.

  • There is a risk that New GGP may not have sufficient cash to reimburse Spinco for MPC Taxes and that the actual Indemnity Cap may be less than $303,750,000.

  • The other uncommon enterprise was MAPLATEX, a firm set up in 1974 for the production of telephone sets.

  • Pursuant to the Investment Agreements, New GGP will indemnify Spinco from and against 93.75% of any and all losses, claims, damages, liabilities and reasonable expenses to which Spinco and its subsidiaries become subject, in each case solely to the extent directly attributable to MPC Taxes in an amount up to the Indemnity Cap.

  • For the purpose of the projections, the aggregate Offering Premium is assumed to be zero.Estimation of the Tax Indemnification Obligation: After taking into account the Indemnity Cap, the estimated indemnification of MPC Taxes is equal to $303,750,000.

Related to MPC Taxes

  • 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.

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

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

  • 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.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • 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.

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

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

  • 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.

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).

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

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

  • Base Taxes means the Taxes payable for the Base Tax Year.

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

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

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • 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.

  • 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.

  • 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).

  • 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.

  • Canadian Taxes has the meaning specified in Section 11.05.

  • Sales Taxes has the meaning set forth in Section 3.2.

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

  • 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.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.