Seller Tax Liabilities definition

Seller Tax Liabilities means (i) all Taxes of Seller or its Affiliates, or for which Seller or any of its Affiliates is or are liable (including as a transferee or successor, or by contract or otherwise by operation of Law), for any taxable period (to the extent not relating to the Acquired Assets, the Product Operations or the Assumed Liabilities) and for any Pre-Closing Tax Period (to the extent relating to the Acquired Assets, the Product Operations or the Assumed Liabilities) (including any such Tax of Seller or any of its Affiliates that becomes a Liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law), (ii) any Taxes of another Person for which Seller is liable (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. applicable Law) as a result of being a member of an affiliated, consolidated, combined or unitary group for Tax purposes on or before the Closing Date or any similar provision of state, local, or foreign applicable Law, (iii) any Taxes that arise out of the transactions contemplated by this Agreement (including withholding taxes imposed on payments under this Agreement and fifty-percent of any Transfer Taxes pursuant to Section 6.5(c)), (iv) any Taxes relating to the Excluded Assets or Excluded Liabilities for any taxable period; and (v) all Taxes relating to the Acquired Assets or the Assumed Liabilities for any Pre-Closing Tax Period.
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Seller Tax Liabilities means all Liabilities for (a) Taxes of Seller for any Tax period, including any Liability of Seller for the Taxes of any other Person under applicable Laws), as a transferee or successor, by Contract or otherwise, (b) Taxes relating to the Business, the Business Service Providers, the Acquired Assets, or the Assumed Liabilities for any Pre-Closing Tax Period, (c) Taxes related to the Excluded Assets or Excluded Liabilities for any Tax period and (d) Taxes related to the Transactions, including any Transfer Taxes and Transaction Payroll Taxes (if any).
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Seller Tax Liabilities means (a) Pre-Closing Taxes, (b) Taxes of any member of an affiliated, consolidated, combined or unitary group of which ZZI (or any predecessor of ZZI) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, or non-U.S. Tax Law, (c) any Taxes of the Seller Group (other than Taxes of ZZI) or for which any of the foregoing is liable, for any Tax period, (d) all Taxes related to the Excluded Assets or Excluded Liabilities for any Tax period, (e) all Taxes of any Person imposed on ZZI as a transferee or successor, by Contract or pursuant to any applicable Law, which Taxes relate to an event or transaction occurring before the Closing, (f) the employer portion of any payroll or employment Taxes incurred or accrued with respect to any amounts described in Section 2.3, and (g) all Transfer Taxes allocated to Seller pursuant to Section 6.5(c) (but not Transfer Taxes allocated to Purchaser pursuant to Section 6.5(c)). Confidential
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Examples of Seller Tax Liabilities in a sentence

  • Seller shall be responsible for and pay to the Company (or Buyer) five (5) days before the due date of such Tax Return the Seller Tax Liabilities computed in accordance with the method described in Section 2.02 of this Tax Agreement with respect to such Tax Return.

  • Seller shall indemnify, protect, ------------------------ save and keep harmless Buyer, the Companies, and Buyer's affiliates, against (i) any and all Seller Tax Liabilities and (ii) any damage, loss, liability or expense (including, without limitation, reasonable expenses of investigation and reasonable legal and accounting fees) ("Other Tax Related Amounts") arising out of any Seller Tax Liabilities or any breach of a covenant or agreement made by Seller in this Tax Agreement.

  • The foregoing notwithstanding, without the express written consent of Seller, which consent shall not be unreasonably withheld or delayed, neither Buyer nor any of the Companies shall file any amended Tax Return, settle any Tax claim or assessment, or surrender any right to claim a refund of Tax, if such action could have the effect of increasing Seller Tax Liabilities.

  • Seller shall be ---------------------------------- responsible for preparing and filing all Pre-Closing Tax Returns on or before the due date (including extensions) and for the payment of the Seller Tax Liabilities due with respect to such Pre-Closing Tax Returns.

  • The Sellers shall be responsible for and pay all Taxes resulting from Pre-Closing Operations (including without limitation all transfer Taxes arising out of this transaction) (collectively "Seller Tax Liabilities").

  • Seller shall pay any Seller Tax Liabilities prior to the due date for payment.

  • To the extent any Seller Tax Liabilities are due after the Closing Date and required to be paid by Purchaser or its Affiliates (including the Acquired Companies), Purchaser shall certify to the Seller the amount of such Tax and inform Seller of any amounts due from the Seller at least five (5) days prior to the due date of the pertinent Tax Return and Seller will pay such amounts to the Purchaser in immediately available funds at least two Business Days prior to the payment due date.

  • The Sellers shall promptly pay to the Indemnified Buyer Group in immediately available funds such amount as will indemnify and hold harmless the Indemnified Buyer Group (on an after-tax basis) with respect to any such Seller Tax Liabilities or Other Tax Related Amounts.

  • Seller shall also defend, indemnify and hold harmless the Indemnified Parties for all actions taken by Buyer under the Management Services Agreement with the Seller relating to any Seller Tax Liabilities or Seller Regulatory Liabilities.

  • Seller shall promptly pay to Buyer in immediately available funds such amount as will indemnify and hold harmless the Buyer, the Companies, and Buyer's affiliates with respect to any such Seller Tax Liabilities or Other Tax Related Amounts.


More Definitions of Seller Tax Liabilities

Seller Tax Liabilities means (i) all Taxes of Seller or its Affiliates, or for which Seller or any of its Affiliates is or are liable (including as a transferee or successor, or by contract or otherwise by operation of Law), for any taxable period (including any Tax of Seller or any of its Affiliates that becomes a Liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law), (ii) any Taxes of another Person that Seller is liable for (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or non-U.S. applicable Law) as a result of being a member of an affiliated, consolidated, combined or unitary group for Tax purposes on or before the Closing Date or any similar provision of state, local or foreign applicable Law, (iii) any Taxes that arise out of the Transaction contemplated by this Agreement (including withholding Taxes imposed on payments under this Agreement (except as provided in Section 3.4 of this Agreement) and [***]% of any Transfer Taxes pursuant to Section 6.6(c)), (iv) any Taxes relating to the Excluded Assets or Excluded Liabilities for any taxable period; (v) all Taxes relating to the Acquired Assets or the Assumed Liabilities for any Pre-Closing Tax Period, including the portion of any Straddle Period ending on the Closing Date as determined by Section 6.6(b) and (vi) any Later Imposed Withholding.
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Seller Tax Liabilities shall have the meaning given to it in Paragraph 2.
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Seller Tax Liabilities means, without duplication, (a) any Liability for Income Taxes imposed on or payable by or with respect to any Acquired Company for any Pre-Closing Tax Period (including Income Tax Liabilities under Sections 951 and 951A of the Code and determined as if the taxable year of each Acquired Company closed on the Closing Date for all applicable Tax purposes), other than Purchaser Tax Liabilities, (b) any Liability for Taxes with respect to prepaid amount or deferred revenue received or accrued prior to the Closing, (c) any Liability for Taxes, other than Income Taxes, imposed on or payable by or with respect to any Acquired Company for any Pre-Locked Box Tax Period, including such portion of any Tax period beginning on or before the Locked Box Date and ending after the Locked Box Date, (d) any Liability for Taxes resulting from or attributable to the transactions contemplated by this Agreement, including any Taxes arising to or payable by any Acquired Company in connection with the Section 338(h)(10) Election or any election pursuant to Section 338(g) of the Code with respect to any Acquired Companies other than 338(h)(10) Companies, and including any Liability for Taxes resulting from any Acquired Company ceasing to be a member of Seller Consolidated Tax Group, (e) any Liability for Taxes resulting from any intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) with respect to a transaction occurring on or prior to the Closing Date (f) any Liability for Taxes of Seller, (g) any Liability for Taxes deferred pursuant to a COVID-19 Measure, (h) any Liability for Taxes resulting by reason of the several Liability of any Acquired Company pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Law or by reason of any Acquired Company having been (or ceasing to be) a member of any Consolidated Tax Group on or prior to the Closing Date, (i) any Liability for Taxes of or imposed on any Acquired Company as a result of transferee, successor or similar Liability pursuant to any Law, Contract or otherwise, which Taxes relate to an event or transaction (including transactions contemplated by this Agreement) occurring on or before the Closing Date, (j) any Liability for Taxes by reason of an election under Section 965(h) of the Code (or analogous state or local Tax Law), (k) any Liability for Taxes re...
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Seller Tax Liabilities shall have the meaning given to it in Section 2.01 ---------------------- of this Tax Agreement.
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Related to Seller Tax Liabilities

  • Tax Liabilities means all liabilities for Taxes.

  • 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.

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

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

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

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

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • 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.

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

  • 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.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

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

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • State premium tax liability means any liability

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).