Ordinary Course Tax Sharing Agreement definition

Ordinary Course Tax Sharing Agreement means any written commercial agreement entered into in the Ordinary Course of Business of which the principal subject matter is not Tax but which contains customary Tax indemnification provisions.
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Ordinary Course Tax Sharing Agreement means any Tax Sharing Agreement entered into in the Ordinary Course of Business that is not primarily related to Taxes but which typically includes in that type of contract Tax sharing responsibilities (such as paying real estate Taxes in leases or grossing up for withholding Taxes in a credit agreement).
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Ordinary Course Tax Sharing Agreement means any written commercial agreement entered into in the Ordinary Course of Business of which the principal subject matter is not Tax but which contains customary Tax gross-up or Tax indemnification provisions, including any credit agreement, employment agreement, employee award agreement, or other similar agreement containing such provisions.
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Examples of Ordinary Course Tax Sharing Agreement in a sentence

  • No Group Company is party to or bound by any Tax Sharing Agreement, except for any Ordinary Course Tax Sharing Agreement.

  • All amounts payable with respect to (or by reference to) Taxes pursuant to any Ordinary Course Tax Sharing Agreement have been timely paid in accordance with the terms of such contracts.

  • No SPAC Party has any actual or potential liability for Taxes of any other Person (other than any SPAC Party) as a result of Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Laws), successor liability, transferee liability, joint or several liability, by Contract, by operation of Law or otherwise (other than pursuant to an Ordinary Course Tax Sharing Agreement).

  • No Group Company has any actual or potential liability for Taxes of any other Person (other than any Group Company) as a result of Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Laws), successor liability, transferee liability, joint or several liability, by Contract, by operation of Law or otherwise (other than pursuant to an Ordinary Course Tax Sharing Agreement).

  • SPAC is not party to or bound by any Tax Sharing Agreement except for any Ordinary Course Tax Sharing Agreement.

  • No SPAC Party is party to or bound by any Tax Sharing Agreement, except for any Ordinary Course Tax Sharing Agreement.

  • All amounts payable with respect to (or reference to) Taxes pursuant to any Ordinary Course Tax Sharing Agreement have been timely paid in accordance with the terms of such contracts.

  • No Group Company has any actual or potential liability for Taxes of any other Person (other than any Group Company) as a result of Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Laws), successor liability, transferee liability, joint or several liability, by contract, by operation of Law, or otherwise (other than pursuant to an Ordinary Course Tax Sharing Agreement).

  • The Buyer is not party to or bound by any Tax Sharing Agreement except for any Ordinary Course Tax Sharing Agreement.

  • None of the Buyer Parties nor RAC is party to or bound by any Tax Sharing Agreement except for any Ordinary Course Tax Sharing Agreement.


More Definitions of Ordinary Course Tax Sharing Agreement

Ordinary Course Tax Sharing Agreement means any Tax Sharing Agreement with respect to which indemnification for Taxes or sharing of Tax benefits is not a primary purpose.
Sample 1Sample 2Sample 3
Ordinary Course Tax Sharing Agreement means any written commercial agreement entered into in the ordinary course of business no principal subject matter of which is Tax but which contains customary Tax indemnification provisions.
Sample 1Sample 2Sample 3
Ordinary Course Tax Sharing Agreement means any written commercial agreement entered into in the ordinary course of business the principal subject matter of which is not Tax but which contains customary Tax indemnification, allocation or gross-up provisions.
Sample 1Sample 2
Ordinary Course Tax Sharing Agreement means any Tax Sharing Agreement entered into in the ordinary course of business that is not primarily related to Taxes but which typically includes in that type of contract Tax sharing responsibilities (such as paying real estate Taxes in leases or grossing up for withholding Taxes in a credit agreement). “Outside Date” has the meaning set forth in Section 8.1(b). “Owned Real Property” has the meaning set forth in Section 3.8(a). “Permitted Liens” means (i) statutory or consensual Liens of landlords and mechanics’, carriers’, workmen’s, repairmen’s, warehousemen’s, materialmen’s or similar Liens arising or incurred in the ordinary course of business to the extent the Seller and the Target Companies are not in default, for which adequate amounts have been reserved on the Financial Statements and which do not individually or in the aggregate have a Material Adverse Effect; (ii) Liens for Taxes, assessments and any other governmental charges which are not due and payable or which are being contested in good faith by appropriate proceedings, for which adequate amounts have been reserved on the Financial Statements; (iii) except for Liens for Indebtedness, other defects or imperfections of title, easements, covenants, rights of way, restrictions or other similar non- monetary encumbrances, if any, which, individually or in the aggregate, do not materially impair the ordinary course of the business of the Target Companies or the value of any asset affected thereby; (iv) any other Liens that will be terminated at or prior to Closing in accordance with this Agreement; (v) Liens incurred or deposits made in connection with workers’ compensation, unemployment insurance and other similar types of social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, in each case in the ordinary course of business; (vi) Liens created by or through Purchaser; (vii) in the case of Intellectual Property, licenses, options to license or covenants not to assert claims of infringement in each case in existence as of the date hereof from the Target Companies to third parties and disclosed in Section 3.9(a) of the Disclosure Schedule; (viii) Liens arising out of, under or in connection with applicable federal, state and local securities Laws; (ix) Liens in favor
Sample 1
Ordinary Course Tax Sharing Agreement means any Contract entered into in the Ordinary Course of Business that is not primarily related to Taxes but which includes a Tax Sharing Agreement (such as paying real estate Taxes in leases or grossing up for withholding Taxes in a credit agreement). “Owned Software” means all Software that is Company Owned Intellectual Property. “Outside Date” has the meaning set forth in Section 10.1(c). “PA Real Estate Buyer” has the meaning set forth in the introductory paragraph. “PA Real Estate Seller” has the meaning set forth in the introductory paragraph. “Party” has the meaning set forth in the introductory paragraph. “Payoff Letters” has the meaning set forth in Section 2.5(b)(ii). “Pending Claims” has the meaning set forth in Section 6.1. “Permits” means all material licenses, permits, certificates, authorizations, approvals, registrations and similar privileges or rights granted by any Governmental Entity. “Permitted Lien” means (i) Liens for Taxes or other governmental charges (x) not yet due and payable or (y) the amount or validity of which is being contested in good faith by appropriate proceedings by the applicable Company and for which appropriate reserves have been established in accordance with GAAP; (ii) mechanics, carriers, workers, repairers and similar statutory Liens arising or incurred in the Ordinary Course of Business for amounts that are not delinquent and that are not, individually or in the aggregate, material to either Company; (iii) non-exclusive licenses of Intellectual Property granted by any Company or any Seller in the Ordinary Course of Business; (iv) matters that are recorded where the affected asset is located other than matters of record securing a loan or mechanics’ and materialmen’s liens in excess of $20,000 in the aggregate, in each case, created by a Seller or a Company, (v) zoning, municipal planning, building codes or other applicable Laws regulating the use, development or occupancy of real property, including building and use restrictions and covenants, (vi) Liens, easements and rights-of-way that do not materially restrict the use or operation of the property of the Company or the Plants, taken as a whole, or the ability of the Company and the Sellers to conduct the Business (as currently operated, used or conducted), and (vii) those Liens set forth in Section 1.1(vi) of the Disclosure Letter.
Sample 1
Ordinary Course Tax Sharing Agreement means any Tax Sharing Agreement entered into in the Ordinary Course of Business that is not primarily related to Taxes but which includes Tax sharing responsibilities in that type of Contract (such as paying real estate Taxes in leases or grossing up for withholding Taxes in a credit agreement). “Organizational Documents” means the legal document(s) by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs. For example, the “Organizational Documents” of a corporation are its certificate of incorporation and by-laws or similar constituent documents, the “Organizational Documents” of an exempted company are its memorandum of association and bylaws, the “Organizational Documents” of a limited partnership are its certificate of limited partnership and limited partnership agreement, the “Organizational Documents” of a limited liability company are its certificate of formation and operating agreement and the “Organizational Documents” of a trust include its trust agreement, deed of trust and/or declaration of trust, and in each case, shall include all equityholders’ agreements, voting agreements, voting trust agreements, joint venture agreements, registration rights agreements and any similar agreements, and any amendments, modifications or supplements (including side letters) to any of the foregoing. “Original Rev Share Percentage” means, with respect to a particular Non-Consenting Key Customer, the amount set forth under the heading “Original Rev Share Percentage” on Schedule B opposite the name of such Non-Consenting Key Customer “Owned Business Intellectual Property” means all Intellectual Property owned or purported to be owned by any Asset Seller (or jointly by two (2) or more of any of the Asset Sellers and/or the Company) and primarily used, primarily held for use or developed primarily for, the Business or otherwise Related to the Business. For the avoidance of doubt, the Owned Business Intellectual Property does not include any of the Excluded Assets (including the Seller Retained Names or any IT Systems other than the Transferring IT Systems). “Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by the Company. For the avoidance of doubt, the Owned Intellectual Property does not include any of the Excluded Assets (including the Seller Retained Names or any IT Systems other than the Transferring IT Systems). “Owned Software” means all Software that is Owne...
Sample 1

Related to Ordinary Course Tax Sharing Agreement

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Tax Sharing Agreement means any existing agreement binding any Person or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability, other than agreements entered into in the ordinary course of business that do not have as a principal purpose addressing Tax matters.

  • 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.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Tax Receivable Agreements means this Agreement and any Post-IPO TRA.

  • Intercompany Subordination Agreement means an intercompany subordination agreement, dated as of even date with this Agreement, executed and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory to Agent.

  • Services Agreements means the Outsourcing Master Services Agreements between MBL and MGL dated November 15, 2007, and between the Non-Banking Holdco and MGL dated December 10, 2007, and any supplements or amendments thereto;

  • Intercompany Agreements has the meaning set forth in Section 2.03(a).

  • 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:

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Factoring Agreement means any factoring agreement by and between Borrower and/or any Restricted Subsidiary and a Factor.

  • Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

  • 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.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Group Member Agreement means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

  • Consolidated Liabilities means, as at any date of determination, all liabilities of the Borrower and its Subsidiaries as of such date classified as liabilities in accordance with GAAP and determined on a Consolidated basis.

  • Tax Agreement means the Tax Exemption Certificate and Agreement with respect to the Bonds, dated the date of delivery of the Bonds, among the Company, the Issuer and the Trustee, as from time to time amended and supplemented.

  • Shared Services Agreement means an agreement entered into between two or more municipalities, including the District Municipality, whereby the participating municipalities agree to share services described in the agreement;

  • 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.

  • Tax Protection Agreement means, collectively, (a) that certain Tax Protection Agreement, dated as of October 7, 2013 among the Parent, the Borrower, and the other parties named therein and (b) that certain Stockholders Agreement, dated as of August 23, 2016 among Parent and Q REIT Holding LLC, and the other parties named therein (and specifically, the tax related provisions in Article 6 thereof).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Reconstitution Agreements The agreement or agreements entered into by the Seller and the Purchaser and/or certain third parties on the Reconstitution Date or Dates with respect to any or all of the Mortgage Loans sold hereunder, in connection with a Whole Loan Transfer, Agency Transfer or a Securitization Transaction pursuant to Section 13, including, but not limited to, a seller's warranties and servicing agreement with respect to a Whole Loan Transfer, and a pooling and servicing agreement and/or seller/servicer agreements and related custodial/trust agreement and documents with respect to a Securitization Transaction.