Ordinary Course Taxes definition

Ordinary Course Taxes means Taxes other than (i) Separation Taxes, (ii) Transfer Taxes and (iii) Taxes resulting from, or arising in connection with, the Contribution.
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Ordinary Course Taxes means Taxes, other than Income Taxes, capital Taxes or VAT, relating to operations, activities or ownership during periods (or portions thereof) prior to the Closing Date and paid by the Company after the Closing Date in the ordinary course of business and not as a result of an audit or examination by a government or Tax authority or an administrative or judicial proceeding or a settlement or compromise thereof in connection with a Tax previously paid or a Return previously filed.
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Ordinary Course Taxes means Taxes incurred in the Ordinary Course of Business and shall specifically exclude (i) any Taxes arising in connection with the transactions contemplated in this Agreement and (ii) any Taxes that are not comparable in type (taking into account the relevant jurisdiction), quantity and frequency with Taxes reflected in the Financial Statements except to the extent the Company has received a written assessment from any taxing authority that such Taxes are due and owing. Accordingly, any particular Sales Taxes would not be an Ordinary Course Tax unless the Financial Statements include a Sales Tax that is comparable in amount, type and frequency of payment that has been paid to the same jurisdiction or Seller determines that notwithstanding the lack of a written assessment it is appropriate to reflect a particular sales tax accrual.
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Examples of Ordinary Course Taxes in a sentence

  • For purposes of Sections 3.1 and 3.2, in the case of any Straddle Period, (i) property taxes and exemptions, allowances or deductions that are calculated on an annualized basis shall be apportioned between the Pre-Distribution Period and the Post-Distribution Period on a daily pro-rata basis and (ii) all other Ordinary Course Taxes shall be apportioned between the Pre-Distribution Period and the Post-Distribution Period on a closing of the books basis as of the close of business on the Distribution Date.

  • The amount of any refunds, credits or offsets of Ordinary Course Taxes relating to (i) the Holdings Group (other than foreign Holdings Affiliates), the Holdings Group Assets or the Holdings Business for a Pre-Distribution Period shall be for the account of JDSU, (ii) the Holdings Group, the Holdings Group Assets or the Holdings Business for a Post-Distribution Period shall be for the account of Holdings, and (iii) the JDSU Group, the JDSU Group Assets or the JDSU Business shall for the account of JDSU.

  • Holdings and each Holdings Affiliate shall be liable for (i) all Ordinary Course Taxes attributable to any and all members of the Holdings Group or the Holdings Group Assets or the Holdings Business, in each case for any and all Post-Distribution Periods and (ii) all Ordinary Course Taxes attributable to foreign Holdings Affiliates for any and all periods.

Related to Ordinary Course Taxes

  • Ordinary Course of Business means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

  • Ordinary Course Professional Order means the Order Authorizing the Retention and Compensation of Certain Professionals Utilized in the Ordinary Course of Business [D.I. 765].

  • Ordinary Course Transferees (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

  • Ordinary Course means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person and is taken in the ordinary course of the normal day-to-day operations of the Person.

  • Past Practice means past practices, accounting methods, elections and conventions.

  • Ordinary Course Professionals Order means any order of the Bankruptcy Court permitting the Debtors to retain certain professionals in the ordinary course of their businesses.

  • Past Practices shall have the meaning set forth in Section 3.5.

  • Consolidated Cash Taxes means for any period for Consolidated Parties on a consolidated basis, the aggregate of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

  • Capital Expenses expenses that are capital in nature or required under GAAP to be capitalized.

  • 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.

  • Current Liabilities are all obligations and liabilities of Borrower to Bank, plus, without duplication, the aggregate amount of Borrower’s Total Liabilities that mature within one (1) year.

  • REIT Expenses means (i) costs and expenses relating to the formation and continuity of existence and operation of the General Partner and any Subsidiaries thereof (which Subsidiaries shall, for purposes hereof, be included within the definition of General Partner), including taxes, fees and assessments associated therewith, any and all costs, expenses or fees payable to any director, officer, or employee of the General Partner, (ii) costs and expenses relating to any public offering and registration of securities by the General Partner and all statements, reports, fees and expenses incidental thereto, including, without limitation, underwriting discounts and selling commissions applicable to any such offering of securities, and any costs and expenses associated with any claims made by any holders of such securities or any underwriters or placement agents thereof, (iii) costs and expenses associated with any repurchase of any securities by the General Partner, (iv) costs and expenses associated with the preparation and filing of any periodic or other reports and communications by the General Partner under federal, state or local laws or regulations, including filings with the Commission, (v) costs and expenses associated with compliance by the General Partner with laws, rules and regulations promulgated by any regulatory body, including the Commission and any securities exchange, (vi) costs and expenses associated with any 401(k) plan, incentive plan, bonus plan or other plan providing for compensation for the employees of the General Partner, (vii) costs and expenses incurred by the General Partner relating to any issuing or redemption of Partnership Interests, and (viii) all other operating or administrative costs of the General Partner incurred in the ordinary course of its business on behalf of or in connection with the Partnership.

  • Management Expenses means the Management Expenses more particularly described in Clause 10.1;

  • Current Expenses means operating costs other than personal services and shall not

  • Consolidated Income Tax Expense for any period means the provision for taxes of the Issuer and the Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

  • Consolidated Group means the Borrower and all Subsidiaries which are consolidated with it for financial reporting purposes under GAAP.

  • Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  • Tax Expenses means all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature, whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project, or any portion thereof), which shall be paid or accrued during any Expense Year (without regard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project, or any portion thereof.

  • Parent Liabilities shall have the meaning set forth in Section 2.3(b).

  • Consolidated Tax Expense means, for any period, the tax expense of Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • Capital Expenditures means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability) by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant, or equipment (including replacements, capitalized repairs, and improvements) which should be capitalized on the balance sheet of such Person in accordance with GAAP.

  • Consolidated Capital Expenditures means, for any period, the aggregate of all expenditures of Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment or similar items”, or that should otherwise be capitalized, as reflected in the consolidated statement of cash flows of Company and its Subsidiaries.