Prorated Taxes definition

Prorated Taxes has the meaning assigned in Section 3.6.
Prorated Taxes means personal property, real property, or other similar ad valorem Taxes imposed on the Business or the Purchased Assets for any Straddle Period.

Examples of Prorated Taxes in a sentence

  • Buyer shall prepare and timely file or shall cause to be prepared and timely filed each Tax Return for Prorated Taxes that is due after the Closing Date.

  • Company and Buyer agree that Buyer shall receive the benefit of any refund OR REDUCTION of 1 996 real and personal property taxes attributable to the period subsequent to the Closing Date resulting from any reduction in 1996 real and personal property taxes because of Company's protest or objection to the appropriate taxing authorities., or otherwise, and that Company shall receive the benefit of any refund or reduction of Pre-Closing Date Prorated Taxes.

  • The Final Order shall provide that (x) the Sale Assets are purchased by Buyer free and clear of any lien or claim for Pre-Closing Date prorated real and personal property taxes ("Pre-Closing Date Prorated Taxes"), and (y) that the lien for the Pre-Closing Date prorated taxes shall attach to the Purchase Price paid by Buyer for the Sale Assets.

  • If Seller agrees with Buyer Parent’s calculation, Seller shall promptly pay the amount of such Seller Prorated Taxes to Buyer Parent.

  • Buyer and Seller shall each promptly pay to the other any Prorated Taxes properly attributable to one party, but paid by the other, and, to the extent practicable, all Taxes subject to proration hereunder shall be adjusted in cash by the parties hereto at Closing.

  • Notwithstanding any other provision of this Section 7 or Agreement to the contrary, the real property taxes for the year of closing defined herein as Prorated Taxes shall be prorated between Buyer and Seller on a calendar year basis.

  • In the case of any Prorated Taxes that are payable for a Straddle Period, the portion of such tax which relates to the portion of such Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period, multiplied by a fraction the numerator of which is the number of days in the portion of the Straddle Period ending on (and including) the Closing Date and the denominator of which is the number of days in the entire Straddle Period.

  • Buyer Parent shall deliver written notice to Seller specifying the amount of such Seller Prorated Taxes, together with a reasonably detailed calculation thereof, and Seller shall promptly pay the amount of such Seller Prorated Taxes to Buyer Parent.

  • The parties shall reasonably cooperate with each other in any efforts to obtain a reduction in Prorated Taxes assessed against the Shopping Center for 2014.

  • Purchaser and Seller will each pay their respective portions of the Prorated Taxes when due.


More Definitions of Prorated Taxes

Prorated Taxes shall have the meaning set forth in Section 10.11 hereof.
Prorated Taxes shall have the meaning ascribed to it in Paragraph 7.1.A. Schedule A - 11
Prorated Taxes means all real property Taxes or similar ad valorem obligations with respect to real property levied with respect to the Purchased Entity Assets for any taxable period that includes July 31, 2010 and ends after July 31, 2010, whether imposed or assessed before or after July 31, 2010. Prorated Taxes shall be pro rated between Sellers and Purchaser as of 12:01 a.m. (Eastern time) on August 1, 2010 based on the relative number of days in each portion of the relevant taxable period.
Prorated Taxes has the meaning set forth in §1.8.

Related to Prorated Taxes

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.

  • Related Taxes means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  • Indemnified Taxes means Taxes other than Excluded Taxes.

  • 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).

  • Non-Excluded Taxes as defined in Section 2.20(a).

  • Value Added Taxes means such sum as shall be levied upon amounts payable to the Consultant under this Contract by any Governmental Authority that is computed as a percentage of the amounts payable to the Consultant (including all other Taxes but excluding Value Added Taxes), and includes the HST, and any similar tax, the payment or collection of which, by the legislation imposing such tax, is an obligation of the Consultant.

  • After-imposed tax means any new or increased tax or duty, or tax that was exempted or excluded on the contract date but whose exemption was later revoked or reduced during the contract period, other than excepted tax, on the transactions or property covered by this contract that the Contractor is required to pay or bear as the result of legislative, judicial, or administrative action taking effect after the contract date.

  • Indemnified Tax means (a) any Tax, other than an Excluded Tax, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in clause (a), Other 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.

  • 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.

  • 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).

  • 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.

  • Excluded Tax means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient (a) Taxes imposed on or measured by net income (however denominated, and including branch profits taxes) and franchise taxes, in each case (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed on any Recipient as a result of a present or former connection between such Recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising from any such Recipient having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, any Credit Document, or sold or assigned an interest in any Credit Document or Loan); (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which such Lender (i) acquires such interest in the Loan or Commitment or otherwise becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) changes its lending office, except in each case, to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes that are attributable to the failure by any Recipient to deliver the documentation required to be delivered pursuant to Section 2.20(f) or Section 2.20(g); and (d) Taxes imposed under FATCA.

  • integrated tax means the integrated goods and services tax levied under the Integrated Goods and Services Tax Act;

  • 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.

  • Property Taxes means all real property Taxes, personal property Taxes and similar ad valorem Taxes.

  • input tax , in relation to a vendor, means—

  • Further Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including, without limitation, net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 3.01.