Parent Group Taxes definition

Parent Group Taxes means any Tax imposed on or payable by the Parent Group or any member thereof for any Tax period whether or not by reason of being a member of any Tax Group.
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Parent Group Taxes means (a) any Tax imposed on or payable by the Parent Tax Group or any member thereof for any Tax period, other than any Galleria Group Taxes; (b) any Pre-Closing Tax imposed on or payable by the Galleria Tax Group or any member thereof, other than any Galleria Group Taxes; and (c) any Tax imposed with reference to (i) gain recognized under Treasury Regulations Section 1.1502-19(b) in connection with an excess loss account with respect to the stock of SplitCo or any member of the Galleria Tax Group at the time of the Distribution, (ii) net deferred gains taken into account under Treasury Regulations Section 1.1502-13(d) associated with deferred intercompany transactions between a Galleria Tax Group member and a Parent Tax Group member, or (iii) gains described in clause (i) or (ii) that are imposed under similar state, local or non-U.S. Law; in each case, other than Galleria Group Taxes and including, in each case, any relevant Tax liabilities arising from a Final Determination; provided, however, that Parent Group Taxes will not include any liabilities for Taxes taken into account on the Cut-Off Date Adjustment Statement in Section 2.15 of the Transaction Agreement or any Taxes attributable to a breach of any covenant or agreement contained in any Transaction Document to be performed by any of the Acquiror Tax Group or any of their Affiliates.
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Parent Group Taxes means all Tax liabilities of any Parent Group for which any of the Purchased Companies or the Purchased Subsidiary is liable under Treasury Regulations Section 1.1502-6 or any similar provision of state or local Law.
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Examples of Parent Group Taxes in a sentence

  • Except as provided in Sections 2.02 and 2.03 below, Parent shall indemnify each Prothena Group member against, and hold it harmless from, all Parent Group Taxes.


More Definitions of Parent Group Taxes

Parent Group Taxes means (i) any Tax imposed on or payable by the Parent Group or any member thereof for any Tax period, (ii) any Pre-Closing Tax imposed on or payable by the Wimbledon Group or any member thereof, and (iii) for the avoidance of doubt, any Belgium income Tax imposed on or payable by the Wimbledon Group or any member thereof as a result of the corporate and/or asset restructuring implementing the Split Agreement, including, in each case, any relevant Tax liabilities arising from a Final Determination.
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Related to Parent Group Taxes

  • Parent Group has the meaning set forth in Section 8.03(c).

  • 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.

  • 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.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

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

  • Transaction Taxes has the meaning set forth in Section 6.01.

  • Tax or Taxes means any federal, foreign, state, county or local taxes, charges, fees, levies, duties or other assessments, including, but not limited to, all net income, gross income, sales and use, transfer, gains, profits, excise, franchise, real and personal property, gross receipts, capital stock, production, business and occupation, customs, disability, employment, payroll, license, estimated, severance or withholding taxes or charges imposed by any Governmental Authority, and includes any interest and penalties (civil or criminal) on or additions to any such taxes.

  • Tax Group has the meaning set forth in Section 7.06(h)(iii).

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

  • 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.

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

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • Tax Liabilities means all liabilities for Taxes.

  • Permitted Group means any group of investors that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act), by virtue of the Stockholders Agreement, as the same may be amended, modified or supplemented from time to time; provided that no single Person (other than the Principals and their Related Parties) Beneficially Owns (together with its Affiliates) more of the Voting Stock of the Company that is Beneficially Owned by such group of investors than is then collectively Beneficially Owned by the Principals and their Related Parties in the aggregate.

  • Retained Group means the Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (except members of the Group);

  • 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).

  • SAP Group means SAP Parent and any of its Associated Companies.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Related Group For Loan Group 1, Group 1 and for Loan Group 2, Group 2.

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

  • Affiliated Group means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of state, local or foreign law.

  • Canadian Taxes has the meaning specified in Section 1005.

  • 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.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.