Other Separation Taxes definition

Other Separation Taxes means any Taxes imposed on any member of the Illumina Group or the GRAIL Group in connection with the transactions comprising the Separation, other than Specified Separation Taxes.
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Other Separation Taxes means any Taxes imposed on the Aptiv Group or the Delphi Technologies Group in connection with the transactions comprising the Separation, other than Specified Separation Taxes.
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Other Separation Taxes means any Taxes imposed on the HHH Group or the Seaport Entertainment Group in connection with the transactions occurring in connection with the Separation and Distribution, other than Specified Separation Taxes, including, for the avoidance of doubt, the use of, loss of or diminution in value of any Tax Attribute.
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Examples of Other Separation Taxes in a sentence

  • Notwithstanding anything in this Agreement to the contrary, New Worthington shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) a New Worthington Separate Return, (iii) the Intended Tax Treatment, (iv) Specified Separation Taxes and (v) Other Separation Taxes.

  • Notwithstanding anything in this Agreement to the contrary, HHH shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) an HHH Separate Return, (iii) a Seaport Entertainment Separate Return with respect to a Pre-Distribution Period (including a Straddle Period), (iv) the Intended Tax Treatment, (v) Specified Separation Taxes and (vi) Other Separation Taxes.

  • Seaport Entertainment shall (and shall cause its Affiliates to) reasonably cooperate with HHH to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by HHH to minimize any Other Separation Taxes.

  • Worthington Steel shall (and shall cause its Affiliates to) reasonably cooperate with New Worthington to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by New Worthington to minimize any Other Separation Taxes.

  • Delphi Technologies shall (and shall cause its Affiliates to) reasonably cooperate with Aptiv to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by Aptiv to minimize any Other Separation Taxes.

  • Notwithstanding anything in this Agreement to the contrary, Aptiv shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) an Aptiv Separate Return, (iii) Specified Separation Taxes and (iv) Other Separation Taxes.

  • Notwithstanding anything in this Agreement to the contrary, Illumina shall have the exclusive right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) an Illumina Separate Return, (iii) Specified Separation Taxes and (iv) Other Separation Taxes.

  • Notwithstanding anything in this Agreement to the contrary, Colfax shall have the right to control any Tax Contest with respect to any Tax matters relating to (i) a Joint Return, (ii) a Colfax Separate Return, (iii) Specified Separation Taxes and (iv) Other Separation Taxes (unless all liability for such Other Separation Taxes would be the responsibility of ESAB under Section 2.01).

  • Except as otherwise provided in this Section 9.02, ESAB shall have the right to control any Tax Contest with respect to any Tax matters relating to any ESAB Separate Return, ESAB Unitary State Return or Other Separation Taxes.

  • Colfax and ESAB shall (and shall cause their respective Affiliates to) reasonably cooperate to correct any errors in the chronology or completion of any transactions intended to facilitate, or otherwise effectuated in connection with, the Separation, and take any and all commercially reasonable actions requested by either Party to minimize any Other Separation Taxes.


More Definitions of Other Separation Taxes

Other Separation Taxes means any Taxes imposed on the New Worthington Group or the Worthington Steel Group in connection with the transactions comprising the Separation and Distribution, other than Specified Separation Taxes.
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Other Separation Taxes means any Taxes imposed on the Colfax Group or the ESAB Group in connection with the transactions comprising the Separation, other than Specified Separation Taxes.
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Related to Other Separation Taxes

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

  • 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.

  • 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).

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • 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.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

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

  • 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.

  • 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.

  • 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.

  • 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.

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

  • Canadian Taxes has the meaning specified in Section 11.05.

  • Employment Taxes means all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

  • 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.

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

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

  • non-taxable territory means the territory which is outside the taxable territory;

  • 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.

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

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

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

  • 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.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • 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.