SALT Election definition
SALT Election means an election under applicable state or local income Tax Laws made by or with respect to the Company pursuant to which the Company incurs or is otherwise liable for any state or local Tax liability under applicable state or local income Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75).
SALT Election means an election under applicable state or local Income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable for any state or local Tax Liability under applicable state or local Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made, including any such Income Tax Liability that is imposed on the Company as a matter of state or local Income Tax Law and for which an affirmative election is not required (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75).
SALT Election has the meaning set forth in Section 3.19(k).
Examples of SALT Election in a sentence
Except as set forth on Section 3.6(o) of the Disclosure Schedule, Parent has not made a SALT Election for any taxable year.
Seller agrees that in any case where there is no material Tax detriment to the Seller Parties from so doing, Seller shall make any SALT Election (rather than requesting that the Company make such election) for a Pre-Closing Tax Period available to Seller.
The Company shall not make a SALT Election for a taxable period that included a Pre-Closing Tax Period unless the Taxes resulting from such SALT Election: (i) are included in the final determination of the Final Adjustment Amount; or (ii) are allocated solely to the Parent and paid (or reimbursed) by the Parent on or before the applicable due date for such Taxes.
The Company Group will not make a SALT Election for a taxable period that included a Pre-Closing Tax Period unless the Taxes resulting from such SALT Election are included in the final determination of the Tax Liability Amount.
More Definitions of SALT Election
SALT Election means any election under applicable state or local income Tax Law made by or with respect to any Acquired Company Group Member that is classified as a partnership or S corporation (as defined in Section 1361 of the Code or analogous state or local income Tax law) for U.S. federal or state income Tax purposes or any disregarded entity whose regarded owner is a partnership or S corporation, pursuant to which an applicable Acquired Company Group Member will incur or otherwise be liable for any state or local income Tax liability under applicable state or local income Tax law that would have been borne (in whole or in part) by the direct or indirect equity owners of such applicable Acquired Company Group Member had no such election been made.
SALT Election means an election under applicable state or local Income Tax Laws made by the Company pursuant to which the Company incurs or is otherwise liable for any state or local Tax liability under applicable state or local Income Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75). “Securities Act” means the Securities Act of 1933, as amended, or any similar federal law then in force. “Security Incident” means actions that result in an actual, suspected, alleged or potentially likely cyber or security incident that could have an adverse effect on any Systems, Confidential Information or Business Data, including an occurrence that actually or potentially likely jeopardizes the confidentiality, integrity, or availability of any Systems, Confidential Information or Business Data. A Security Incident includes incidents of security breaches or intrusions, denial of service, or unauthorized entry, access, collection, use, processing, storage, sharing, distribution, transfer, disclosure, or destruction of any Systems, Confidential Information or Business Data, or any loss, distribution, compromise or unauthorized access to or disclosure of any of the foregoing. “Seller” shall have the meaning set forth in the preamble. [***] [***] “Seller Indemnitees” means Seller and its Affiliates and their respective equityholders, officers, managers, directors, employees, agents, partners, members, representatives, successors and assigns. “Seller Member” shall have the meaning set forth in the preamble. “Seller Member Insurance Policies” shall have the meaning set forth in Section 5.12. “Software” means computer software (in object code or source code format), computer programs, applications, specifications, interfaces, definitions, utilities, development tools, diagnostics, and embedded systems, in any form or medium, including source code, object code and executable code, and all databases and data used with, or used to develop, any of the foregoing, together with all related user manuals, programmer documentation, text, diagrams, graphs, charts, and other documentation and materials.
SALT Election means an election under applicable state or local Laws relating to Income Taxes made by a member of the Company Group pursuant to which such member of the Company Group will incur or otherwise be liable for any state or local Income Taxes that would have been borne (in whole or in part) by the direct or indirect equity owners of such member of the Company Group had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75). “SALT Election Taxes” means any Income Taxes payable by a member of the Company Group pursuant to a SALT Election. “SEC” means the United States Securities Exchange Commission. “SEC Financial Statements” is defined in Section 8.10(b). “Securities” means any equity interests or other equity security of any class, any option, warrant, convertible or exchangeable security (including any membership interest, equity unit, partnership interest, trust interest) or other right, however denominated, to subscribe for, purchase or otherwise acquire any equity interest or other equity security of any class, with or without payment of additional consideration in cash or property, either immediately or upon the occurrence of a specified date or a specified event or the satisfaction or happening of any other condition or contingency; provided, however, “Securities” expressly exclude any real property interests or
SALT Election means an election under applicable state or local income Tax Law made by, or with regard to, any Group Company pursuant to which such Group Company incurs or is otherwise liable for any state or local Tax liability under applicable state or local income Tax Law that would have been borne (in whole or in part) by the direct or indirect owners of such Group Company had no such election been made (i.e., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75). 106 [[6907028]] “Sanctions” means any sanctions administered or enforced by the U.S. Government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, or other relevant sanctions authority. “Securityholder” means a holder of Units (excluding, for purposes of the definition of “Pro Rata Share”, the Blocker Units), as of immediately prior to the Closing, as set forth on Schedule 3.04(a). “Securityholder Fundamental Representations” means (a) the representations and warranties of the Securityholders set forth in Sections 3(a)-(f) of each Support Agreement (other than the Support Agreement to which ▇▇ ▇▇▇▇ is party) and (b) the representations and warranties of the Securityholders set forth in Sections 3.1, 3.4, 3.5, and 3.10 of each Repurchase Agreement. “Seller Expenses” means, without duplication, (a) 50% of the premium of the Representation and Warranty Policy, and (b) 50% of all fees, costs and expenses payable to the Escrow Agent, Paying Agent and Unitholder Representative in connection with the Transactions. “Seller Indemnified Parties” means the Company and each of the Seller Parties and their respective Affiliates, and each Person who is now, or has been at any time prior to the date of this Agreement, a manager, equity owner, officer, or employee of any of the Seller Parties or their respective Affiliates. “Selling Sponsors” means Aquiline Capital Partners LP, together with any successors and affiliated funds. “Software” means all (i) computer programs and other software, including software implementations of algorithms, models, and methodologies, whether in source code, object code or other form, including libraries, subroutines and other components thereof, and (ii) all documentation, including development, diagnostic, support, user and training documentation related to any of the foregoing. “Spot Rate” means, in respect of any amount expressed in a currency other than the U.S. dollar, as of any date of determination, the rate of exchange of U.S. doll...
SALT Election means an election under applicable state or local Income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable
SALT Election means an election under applicable state or local income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable for any state or local Tax liability under applicable state or local Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020- 75). “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the recitals. “Seller Parties” has the meaning set forth in Section 9.17(a). “Software” means computer programs, firmware, software, including object code, source code, executable code, and related documentation.