Section 338 Taxes definition

Section 338 Taxes means any Taxes that would not have been imposed but for the Section 338(h)(10) Elections or any elections under state, local or other Tax law that are required to be made or deemed to have been made as a result of any Section 338(h)(10)

Section 338 Taxes means Taxes imposed by any taxing jurisdiction with respect to which a Section 338(h)(10) Election is expressly made in accordance with paragraph (e) of Section 8.1, to the extent such Taxes are imposed as a result of such Section 338(h)(10) Election.

Section 338 Taxes has the meaning set forth in Section 6(e)(xiii) hereof.

Examples of Section 338 Taxes in a sentence

• Following the determination of the Section 338 Taxes and the Non-Section 338 Taxes due in respect of the Applicable XXX Tax Returns, the Seller shall promptly pay to the Buyer in immediately available funds an aggregate amount, if any, equal to the sum of (1) the Non-Section 338 Taxes, if any, plus (2) the Section 338 Taxes, if any, in excess of $403,000.

• The Buyer and the Seller shall act reasonably and in good faith to reach an agreement regarding the amount of the Section 338 Taxes and the Non-Section 338 Taxes due with the Applicable XXX Tax Returns.

• The Seller shall reimburse the Buyer, in immediately available funds, for the portion of any Tax relating to the Straddle Period that is allocable, in accordance with paragraph (vii) below, to the pre-Closing portion of such Straddle Period other than any Section 338 Taxes.

• For the avoidance of doubt, no provision in this Agreement shall be read to require Buyer to pay over any amount of Taxes to Aon that has been reflected as a receivable (or netted against a Tax liability) in the Net Worth Adjustment Report or to require Buyer to indemnify Aon for any Taxes that would be treated as Section 338 Taxes as well as being treated under another provision of this Section 8.1.

• The Buyer shall promptly pay to the Seller in immediately available funds an amount equal to the lesser of (x) any third-party advisory fees paid by the Seller in connection with the Section 338 Elections and the analysis and determination of the Section 338 Taxes plus any additional Taxes payable by the Seller's affiliated group as a result of the Buyer's payment of any Section 338 Taxes, or (y) $37,000 (the "Special Section 338 Gross- Up Amounts and Fees").

More Definitions of Section 338 Taxes

Section 338 Taxes means any Taxes that would not have been imposed but for the Section 338 (h)(10) Elections or any elections under state, local or other Tax law that are required to be made or deemed to have been made as a result of any Section 338(h)(10) Elections.

Section 338 Taxes means any Taxes that would not have been imposed but for the elections under Code §338(h)(10), or any elections under state, local or other Tax Law that are required to be made or deemed to have been made as a result of any such Code §338(h)(10) elections. Such Taxes include only those imposed on the Targets for their Tax periods ending on the Closing Date.

Section 338 Taxes has the meaning set forth in Section 6(e)(xi). "SECURITIES ACT" means the Securities Act of 1933, as amended. "SECURITY INTEREST" means any mortgage, pledge, security interest, encumbrance, charge, or other lien, other than (a) mechanic's, materialmen's and similar liens, (b) liens for Taxes not yet due and payable (or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings), (c) liens arising under workers' compensation, unemployment insurance, social security, retirement and similar legislation, (d) liens arising in connection with sales of foreign receivables, (e) liens on goods in transit incurred pursuant to documentary letters of credit, (f) purchase money liens and liens securing rental payments under capital lease arrangements and (g) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money. "SELLER" has the meaning set forth in the preface above. "STRADDLE PERIOD" shall mean any Tax period that begins before and ends after the Closing Date. "SUBSIDIARY" means any corporation with respect to which another specified corporation has the power to vote or direct the voting of sufficient securities to elect a majority of the directors. "TAX" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value

Section 338 Taxes means Taxes imposed by any taxing jurisdiction with respect to which a Section 338(h)(10) Election is expressly made in accordance with paragraph Section 7.07(a), and any elections deemed made as a result of the Section 338(h)(10) Election, to the extent such Taxes are imposed as a result of such Section 338(h)(10) Election and any such deemed election.

Section 338 Taxes means any Tax directly resulting from the 338(h)(10) Election, or any election under Section 338(g) of the Code made by any member of the MII Group in connection with the MVW US Contribution;

Section 338 Taxes means any income Taxes imposed on CTI, UK or PolaRx as a result of the Section 338(h)(10) Election, Non-U.S. Section 338 Election or any elections under state, local or other Tax law that are required to be made or deemed to have been made as a result of the Section 338(h)(10) Election or Non-U.S. Section 338 Election.

Section 338 Taxes has the meaning set forth in Section 6.18.