Seller Tax Act definition

Seller Tax Act has the meaning set forth in Section 6.5(d)(ii).
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Seller Tax Act means any action (including any election made or deemed made under Section 338 of the Code with respect to Cemax-Icon) taken (other than any such action expressly required or permitted by this Agreement) or the failure to take any action required under this Agreement by Seller, any of its affiliates, or any transferee or successor of Seller or any of its affiliates (other than Purchaser or any of its affiliates).
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Seller Tax Act shall have the meaning set forth in Section 9.6.1.
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Examples of Seller Tax Act in a sentence

  • Notwithstanding the foregoing, Purchaser (and the Companies and Subsidiaries) shall not indemnify and hold harmless Seller Indemnified Parties from any liability for Taxes attributable to (a) any action taken before the Closing on the Closing Date or before the Closing Date by Sellers or any of their Affiliates (including the Companies and Subsidiaries) (a "Seller Tax Act") or (b) a breach by any Seller or Invensys of its obligations under this Agreement.

Related to Seller Tax Act

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Tax Act means the Income Tax Act (Canada) and the regulations thereunder, as amended from time to time;

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • Canadian Tax Act means the Income Tax Act (Canada), as amended.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Transfer Tax means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

  • Australian Tax Act means the Income Tax Assessment Act 1936 (Cth) (Australia) or the Income Tax Assessment Act 1997 (Cth) (Australia), as applicable.

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Excise Tax Act means the Excise Tax Act (Canada);

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Applicable Tax Law means any Applicable Law relating to Taxes, including regulations and other official pronouncements of any Governmental Entity or political subdivision of such jurisdiction charged with interpreting such Applicable Law.

  • Non-United States Tax Person Any Person other than a United States Tax Person.

  • PAYEE TAX REPRESENTATIONS Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • FIRPTA means the Foreign Investment in Real Property Tax Act.

  • the Taxes Act means the Income and Corporation Taxes Act 1988;

  • Transfer Taxes has the meaning set forth in Section 6.05.

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • United States Tax Person A citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its source or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States Tax Persons have the authority to control all substantial decisions of the trust, all within the meaning of Section 7701(a)(30) of the Code (or, to the extent provided in the applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as United States Tax Persons).

  • Transaction Taxes has the meaning set forth in Section 2.6.