Purchaser Taxes definition
Purchaser Taxes has the meaning set forth in Section 11.1(f).
Purchaser Taxes shall have the meaning set forth in Section 7.4(b).
Purchaser Taxes means any Taxes imposed on or attributable to Purchaser or Affiliate of Purchaser (other than Pre-Closing Taxes) whether arising prior to, on or after the Closing Date.
Examples of Purchaser Taxes in a sentence
The costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the Tax Claim that are Seller Taxes and that are Purchaser Taxes.
Purchaser shall indemnify and hold harmless Seller against all Purchaser Taxes.
The reasonable costs and expenses of conducting the defense of such Tax Claim shall be reasonably apportioned based on the relative amounts of the claim for Seller Taxes and Purchaser Taxes.
Purchaser to the fullest extent permitted by law will indemnify, defend and hold harmless Company, its affiliates and its and their respective officers, directors, employees and other representatives from any claims, damages, losses, liabilities, penalties, fines, costs and expenses (including reasonable attorneys' and other professional fees) arising out of or relating to any third party claim concerning this Agreement, including any claims related to Purchaser Taxes.
Purchaser and the Target Companies shall indemnify and hold harmless Seller against, and shall pay, (i) all Purchaser Taxes; (ii) all Post-Closing Tax Liabilities; and (iii) any Losses of the Seller Indemnified Parties incurred as a result of any breach by Purchaser of any covenant in this Article VII.
More Definitions of Purchaser Taxes
Purchaser Taxes has the meaning set forth in Section 11.1(f). “Real Property” means the parcels of real property on which the Branches listed on Exhibit 1.1
Purchaser Taxes means, without duplication, any (a) Taxes imposed on the Purchased Entities, other than Excluded Taxes, (b) Taxes imposed with respect to the Purchased Assets, the Assumed Liabilities or the Business, in each case, other than Excluded Taxes, any Taxes imposed on any of the Purchased Entities and any Taxes imposed with respect to the Purchased Entities for a Pre-Closing Period, (c) Taxes arising from any action taken or transaction entered into (other than the Section 336/338 Elections) by Purchaser or any of its Subsidiaries (including the Purchased Entities) on the Closing Date after the Closing (other than any action taken or transaction entered into by the Purchased Entities in the ordinary course of business), (d) Taxes for which Purchaser is responsible pursuant to Section 6.7 and (e) any incremental Taxes (determined in aggregate on a “with and without” basis) imposed on the Seller Entities or any of their Affiliates with respect to the Internal Restructuring Plan as a result of any change or modification to the Internal Restructuring Plan requested by the Purchaser after the date hereof.
Purchaser Taxes means any Tax (a) imposed on, payable by or with respect to, arising out of, or relating to the Purchased Assets, the Assumed Liabilities or the Business (in each case, other than Seller Taxes) or (b) for which Purchaser is responsible pursuant to Section 2.6(c) (or otherwise pursuant to Section 2.6) or pursuant to Section 7.3 (Transfer Taxes).
Purchaser Taxes means (a) any Tax imposed on, payable by or with respect to, arising out of, or relating to the Purchased Assets, the Assumed Liabilities or the GES Business, in each case, other than any Taxes of Seller or any of its Affiliates (including the NewCo Entities for any taxable period ending on or prior to the Closing) and (b) any Tax for which Purchaser is responsible pursuant to Section 6.6; provided, that in no event shall Purchaser Taxes include any Seller Taxes.
Purchaser Taxes means any Transfer Taxes allocated to Purchaser pursuant to Section 6.2 and Property Taxes allocated to Purchaser pursuant to Section 6.3.
Purchaser Taxes has the meaning specified in Section 9.7(10).
Purchaser Taxes shall have the meaning set forth in Section 10.5(b). “Qualifying Loss” shall mean $500; provided, that in calculating whether such threshold for a Qualifying Loss has been met, multiple occurrences of a similar event and/or events originating from a single or related cause shall be accumulated and treated as a single occurrence of Damages. “Regulatory Approvals” shall mean the Consents from Governmental Entities set forth on Schedule 1.1(c) of the Seller Disclosure Letter, which schedule shall also specify which Party shall be required to make the filing for and receive each Regulatory Approval. “Seller” shall have the meaning set forth in the Preamble. “Seller Disclosure Letter” shall have the meaning set forth in Article 4. “Seller Indemnified Parties” shall have the meaning set forth in Section 10.2(b). “Seller Taxes” shall have the meaning set forth in Section 10.5(b). “Settlement Amount” shall mean, as of the Closing Date, the aggregate amount equal to: (a) the aggregate principal balance of, plus Accrued Interest on, the Deposits; minus 8 (b) 2% of the aggregate principal balance of demand deposits, money market deposits and savings deposits that are Deposits. “Tax Claim” shall have the meaning set forth in Section 10.5(b). “Taxes” shall mean any federal, state, local or foreign income, gross receipts, branch profits, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, registration, ad valorem, value added, alternative or add-on minimum or estimated tax or other similar tax, including any interest, penalty or addition thereto. “Tax Return” shall mean any report, declaration, return, information return, claim for refund, document or statement relating to Taxes, including any schedule or attachment thereto, and including any amendments thereof. “Termination Date” shall have the meaning set forth in Section 9.1(a)(v). “Third Party” shall mean any Person other than the Parties or their respective Affiliates. “Third Party Claim” shall have the meaning set forth in Section 10.5(a). “Transfer Taxes” shall mean all sales, use, value added, stamp, registration, filing, transfer or similar taxes, together with interest, penalties and additions thereto, but not including taxes on net income or gain. “Transition Plan” shall have the meaning set ...