Reorganization Taxes means Taxes resulting from the consummation of each of the transactions comprising the Reorganization, including, but not limited to (for the avoidance of doubt), any Taxes resulting from any capital decrease in Tredegar Hungary and transfer of ownership of Tredegar Hungary’s quotas as a result of dividend distribution.
Reorganization Taxes has the meaning set forth in the Tax Reimbursement Agreement.
Reorganization Taxes means Taxes that are (i) imposed or incurred as a result of either Distribution failing to qualify for the Intended Tax-Free Treatment and (ii) imposed on Carbon HoldCo or Little SpinCo as a result of the Merger failing to qualify for the Intended Tax-Free Treatment.
Examples of Reorganization Taxes in a sentence
Notwithstanding any other provision of this Section 3.3, the total of all payments made by Sub under this Section 3.3 (net of the total of all payments made by Parent under this Section 3.3) shall not exceed the total of all Reorganization Taxes.
All transfer, documentary, sales, use, real property transfer, stamp, registration and other such Taxes and all conveyance fees, recording charges and other fees and charges (including, as to any such Taxes, fees, or charges, any penalties and interest) incurred by Buyers, any Target Company or any Target Subsidiary in connection with the consummation of the transactions contemplated by this Agreement (other than Reorganization Taxes) shall be borne 50% by Buyers and 50% by Sellers.
Reorganization Taxes for each step of the Foreign Reorganization shall be allocated to Parent up to the amount set forth for such step on Appendix B.
Notwithstanding anything in this Section 2.1 to the contrary, and except as provided in Article IV, BX shall be responsible for, and shall be entitled to any refunds of, any Reorganization Taxes.
Stream shall be --------------------------------------- responsible for 100% of any Reorganization Taxes, and shall indemnify, defend and hold harmless MMI Holdings, CST Holdings and each member of their respective Groups from and against all liability for such Reorganization Taxes.
More Definitions of Reorganization Taxes
Reorganization Taxes means any Taxes incurred or imposed on or with respect to, or otherwise attributable to, the Pre-Closing Reorganization.
Reorganization Taxes means the incremental income tax liability incurred by the Company attributable to the Reorganization Participants’ engagement in the Pre-Closing Reorganization, and calculated as the income tax otherwise payable on business income of the Company in an amount equal to the increase in the stated capital of the Bonfire Shares as part of the Pre-Closing Reorganization, as such tax is reduced by any non-capital losses or other tax attributes of the Company available for such reduction as of immediately prior to the Effective Date.
Reorganization Taxes has the meaning set forth in Section 6.3(b). “Representatives” means, with respect to any Person, such Person’s Affiliates and its and such Affiliates’ respective directors, officers, employees, members, owners, partners, accountants, consultants, advisors, attorneys, agents and other representatives. “Required Amounts” has the meaning set forth in Section 5.5(b). “Required Approval” has the meaning set forth in Section 7.1(a). “Required Financial Reports” means (i) audited pro forma financial statements of the Business in accordance with GAAP for the most recent fiscal year ended and any other period that may be required in connection with Buyer’s, or its Affiliates, reporting obligations under applicable Law as designated by Buyer to Seller in writing, (ii) unaudited pro forma financial statements of the Business for the year-to-date interim quarterly periods last ended prior to the Closing Date and for the same year-to-date interim quarterly periods of the preceding fiscal year, in each case as reviewed by an independent auditor. “Resolved Items” has the meaning set forth in Section 2.2(b)(ii). “Restricted Business” means the business of the sale and/or manufacture of Specific Products. “Restricted Employees” has the meaning set forth in Section 6.13(c). “Retained Names” means the names, business designations and intellectual property rights of a similar nature either (i) held by the Company and to be transferred by the Company to a Remain Co pursuant to any Carve-Out Asset Agreement or (ii) in which the Seller, any Remain Co or any of the Seller’s Affiliates other than the Company hold as of the date of this Agreement or Closing Date any interest or right (including under a license agreement) and in each case, to the extent not already owned and used by Buyer prior to the date hereof. “Review Period” has the meaning set forth in Section 2.2(b)(ii). “RWI Conditional Binder” means that certain conditional binder from issued by the RWI Insurer in connection with respect to the RWI Policy, attached hereto as Exhibit B. “RWI Insurer” means Liberty Surplus Insurance Corporation. “RWI Policy” means that certain representations and warranties insurance policy that takes effect at or prior to Closing issued to Buyer subject to the terms and conditions set forth in the RWI Conditional Binder. “Sanctions” means all Laws, rules, regulations or executive orders relating to economic or financial sanctions or trade embargoes administered, enacted or enforced by (A) t...
Reorganization Taxes means any and all Taxes resulting from steps 1-6 and step 10 of the Reorganization as described in Exhibit B and, for the avoidance of doubt, including without limitation any and all Taxes resulting from the liquidation of XXXX.
Reorganization Taxes means the net amount of Taxes payable by the Company or any of its Subsidiaries solely as a result of (i) the transactions constituting the Reorganization (as described in Section 6.11(a) of the Disclosure Schedule) and (ii) the ACS Spin-Off (for the avoidance of doubt, taking into account any item of loss or expense generated by any aspect of the Reorganization or the ACS Spin-Off).
Reorganization Taxes means the excess, if any, of (a) the -------------------- aggregate amount of Income Taxes imposed on the Company or SISC for the taxable year or period of the Company or SISC, as the case may be, in which the Drop Down occurs over (b) the aggregate amount of Income Taxes that ---- would have been imposed on the Company or SISC for the taxable year or period of the Company or SISC, as the case may be, in which the Drop Down occurs if Income Taxes for such taxable year or period had been computed by excluding all Tax Items directly related to the steps included in the Reorganization. For purposes of the foregoing, it is agreed that:
Reorganization Taxes means all the Taxes payable by Broadway in respect of, arising from or as a result of the Reorganization, net of all tax credits permitted under
(i) the Tax Act; and
(ii) applicable provincial tax laws; in respect of Taxes imposed by any country other than Canada and any governmental subdivision within such country;