Seller Taxes definition

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

Seller Taxes means, without duplication, (a) any Taxes imposed on Bank for any Pre-Closing Tax Period, determined with respect to any Straddle Period in accordance with Section 5.02 of the Separation Agreement and (b) any Taxes of any person (other than Bank) for which Bank is liable (i) as a result of having been a member of an affiliated, consolidated, combined, unitary or similar group prior to the Closing, (ii) as a transferee, successor or by contract (other than pursuant to agreements which both (I) were not primarily related to Taxes and (II) were entered into in the ordinary course of business consistent with past practice), in each case, which Taxes relate to an event or transaction occurring on or prior to the Closing or (iii) pursuant to a breach of any covenants of Seller Parent or Seller in Section 6.2 of this Agreement or Article 5 of the Separation Agreement. Notwithstanding the foregoing, Seller Taxes shall not include (A) Taxes otherwise borne by Investor pursuant to this Agreement, (B) Taxes imposed on or with respect to Bank as a result of a breach by Investor or Bank of Section 6.3(b) of this Agreement or Section 5.06 of the Separation Agreement, (C) Taxes arising solely as a result of any actions taken by Investor or Bank on the Closing Date but after the time of Closing that are outside of the ordinary course of business or not contemplated by this Agreement, (D) Taxes (on a dollar-for-dollar basis) in respect of which Investor has a corresponding claim for repayment, reimbursement or indemnification against a party other than Seller Parent or Seller Parent’s affiliates, (E) Taxes to the extent resulting from a change of law enacted after the Closing Date, or (F) Taxes to the extent reflected or reserved against in the Bank Financials, and Seller Taxes shall be calculated by (X) taking into account for the purposes of clause (a) of this definition the amount of any Tax losses, Tax credits or other Tax attributes of Bank arising in any Pre-Closing Tax Period to the extent such amounts (i) would have been available for the taxable year to which the Seller Taxes relate to reduce such Seller Taxes (including as a result of subsequent Tax audits) and (ii) actually reduce such Seller Taxes, and (Y) reducing (but not below zero) Seller Taxes by any amount of Taxes recoverable and actually recovered under the R&W Insurance Policy.

Seller Taxes means any Taxes imposed from time to time:

Examples of Seller Taxes in a sentence

• To the extent Seller Parent has made payment to Bank in respect of any Seller Taxes pursuant to Section 5.01(b) of the Separation Agreement, no Indemnified Party shall be entitled to duplicative recovery for any Losses arising in respect of such Seller Taxes pursuant to this Agreement.

• The cumulative indemnification obligation of Seller Parent under Section 7.1(a)(iii) shall in no event exceed $110,000; provided, such amount shall be reduced by the Investor’s pro rata share of any payments made by Seller Parent to Bank in respect of any Seller Taxes pursuant to Section 5.01(b) of the Separation Agreement.

• The cumulative indemnification obligation of Seller Parent under Section 7.1(a)(iii) shall in no event exceed $9,900,000; provided, such amount shall be reduced by the Investor’s pro rata share of any payments made by Seller Parent to Bank in respect of any Seller Taxes pursuant to Section 5.01(b) of the Separation Agreement.

• The cumulative indemnification obligation of Seller Parent under Section 7.1(a)(iii) shall in no event exceed $40,000; provided, such amount shall be reduced by the Investor’s pro rata share of any payments made by Seller Parent to Bank in respect of any Seller Taxes pursuant to Section 5.01(b) of the Separation Agreement.

• The cumulative indemnification obligation of Seller Parent under Section 7.1(a)(iii) shall in no event exceed $8,760,000; provided, such amount shall be reduced by the Investor’s pro rata share of any payments made by Seller Parent to Bank in respect of any Seller Taxes pursuant to Section 5.01(b) of the Separation Agreement.

More Definitions of Seller Taxes

Seller Taxes means (a) all Taxes arising from or with respect to the Business or the Transferred Assets that are incurred in or attributable to any Pre-Closing Tax Period; (b) all Taxes of Seller or any Affiliate of Seller for any period; and (c) half of all Transfer Taxes.

Seller Taxes means sales and use taxes due and owing to a Streamlined State from a Seller with whom the Contractor has agreed to perform tax calculating and reporting services.

Seller Taxes means all corporate income taxes imposed on Seller and any taxes imposed on Seller’s employees in connection with the execution of this Contract or the performance of or payment for work hereunder by Applicable Laws.

Seller Taxes means (a) all Income Taxes imposed by any applicable Law on Seller, (b) Asset Taxes allocable to Seller pursuant to Section 10.1, taking into account, and without duplication of such Asset Taxes that are (i) effectively borne by Seller as a result of the adjustments to the Unadjusted Purchase Price made pursuant to Section 2.4 or Section 2.5, as applicable, or (ii) paid by Seller to Purchaser pursuant to Section 10.1(c).

Seller Taxes means any and all existing or future (a) corporate and personal income taxes imposed on Seller and its employees by the applicable Laws of any country and (b) taxes, Duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, import, export, license, property, sales and use, stamp, storage, transfer, turnover, or value-added taxes, or other similar taxes, and any and all items of deficiency, penalty, addition to tax, interest, or assessment related thereto), imposed by any Governmental Authority of any country, other than the United States of America (or any political subdivision thereof), in connection with the execution of the Agreement, Seller’s sale and delivery of the Liquefaction Trains or Seller’s performance of its other obligations under the Agreement.

Seller Taxes has the meaning set forth in Section 7.04.

Seller Taxes means (i) corporate and individual taxes that are measured by net income or profit that are imposed by any governmental authority of any country on the Seller, its employees, Subcontractors or Suppliers; (ii) import duties imposed due to the execution of any agreement, including the Contract, or the performance of, or payment for, Work under the Contract; and (iii) all taxes, duties, fees, or other charges of any nature (including, but not limited to, ad valorem, consumption, excise, franchise, gross receipts, license, property, sales, stamp, storage, transfer, turnover, use, or value-added taxes, and any and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto), that are imposed by any governmental authority of any country, province or state on the Seller or its employees, its Subcontractors or Suppliers due to the manufacturing, shipment and/or transportation (if the Seller transports the Equipment pursuant to Article 5) of any of the Equipment and/or Services.