Special Tax Indemnity definition

Special Tax Indemnity means any additional PRC income and surcharge Taxes actually paid by Madhouse to the PRC Tax Authorities resulting solely from Madhouse’s pre-Closing operations (including in connection with the reorganization of Madhouse as contemplated by Annex A) to the extent the number of, and the value of, the Purchased Shares shall not have been specifically reflected in any post-Closing adjustment pursuant to Section 2.8 hereof (and reflected in a separate acknowledgement executed by the Purchaser and the Seller) with respect to such Liability.
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Special Tax Indemnity shall have the meaning set forth in Section 7.01(a) hereof.
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Special Tax Indemnity means the special indemnification obligation of the Seller in relation to Taxes related to the pre-Completion period as set out in Schedule 8;
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Examples of Special Tax Indemnity in a sentence

  • All representations and warranties of the Warrantors contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing through and until April 30, 2021 (the “Survival Period”); provided, however, that Fraud Claims against the Warrantors shall survive indefinitely, and that claims in respect of the Special Tax Indemnity shall survive until April 30, 2019.

  • All representations and warranties of the Warrantors contained in this Agreement (including all schedules and exhibits hereto and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing through and until April 30, 2021 (the “ Survival Period”); provided, however, that Fraud Claims against the Warrantors shall survive indefinitely, and that claims in respect of the Special Tax Indemnity shall survive until April 30, 2019.

  • If such replacement occurs prior to the Closing, Sellers and Purchaser shall amend this Agreement to provide that the Special Tax Indemnity Escrow Amount (or portion thereof that has been replaced) is not deducted from the consideration to be paid to SOG pursuant to Section 2.2(a)(i), to delete (or modify) Section 2.2(a)(v) and to make all other appropriate amendments hereto.

  • Lessee will also indemnify each Tax Indemnitee, on an After-Tax Basis, as set forth in the Section entitled "Special Tax Indemnity" in SCHEDULE B of the Engine Lease Agreement.

  • Lessee shall indemnify Lessor upon the occurrence of any Tax Loss as and to the extent provided in the Special Tax Indemnity Rider (all of the provisions of which are hereby incorporated by reference).

  • The Tax Indemnity Escrow Account, or the Special Tax Indemnity Escrow Account, respectively, shall be used exclusively to satisfy the Sellers’, the NewCo’s, the applicable Seller Family Members’ obligations under Section 8.2(a) and shall be held, disbursed and released by the Escrow Agent in accordance with the Escrow Agreement and this Agreement (provided, that in the event of a conflict between the terms of the Escrow Agreement and this Agreement, the terms of this Agreement shall govern).

  • The Tax Indemnified Buyer Parties shall have the right to receive payments from the Tax Indemnity Escrow Account or the Special Tax Indemnity Escrow Account, as applicable, to satisfy the indemnification obligations of the Sellers, the NewCos and Seller Family Members under Section 8.2(a).

  • Seller has executed this Warranty Xxxx of Sale this ____ day of _______, 2002 SELLER: By: Titile: Special Tax Indemnity Rider (“Tax Rider”) to Aircraft Lease (Serial Number 560-5086) dated as of April 11, 2002, (the “Lease”) by and between Fleet Capital Corporation, as lessor (“Lessor”), and Copart, Inc., as lessee (“Lessee”).

  • If such replacement occurs after the Closing, Sellers and Purchaser shall execute a joint instruction to the Escrow Agent directing disbursement to Northland Fuel of the PURCHASE AGREEMENT (YFC/SOG) EXECUTION VERSION Special Tax Indemnity Escrow Amount (or portion thereof that has been replaced), together with all interest accrued thereon.

  • A: What we have to do as we bring these organizations together, as we think about it, we lay out something for the Secretary to consider, is we have to show that bringing them together is better than having them apart.

Related to Special Tax Indemnity

  • Tax Indemnity means the deed of covenant against taxation, in the Agreed Terms, to be entered into on the Closing Date between the Seller and the Purchaser;

  • Special Tax means the special tax to be levied in each Fiscal Year on each Assessor’s Parcel of Taxable Property to fund the Special Tax Requirement.

  • Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.

  • Special Tax Requirement means that amount required in any Fiscal Year to: (i) pay debt service on all Outstanding Bonds; (ii) pay periodic costs on the Bonds, including but not limited to, credit enhancement and rebate payments on the Bonds; (iii) pay Administrative Expenses; (iv) pay any amounts required to establish or replenish any reserve funds for all Outstanding Bonds; (v) pay directly for the acquisition or construction of facilities authorized to be financed by IA No. 2 to the extent that inclusion of such amount does not increase the Special Tax levy on Undeveloped Property; and (vi) pay for reasonably anticipated Special Tax delinquencies based on the historical delinquency rate for IA No. 2 as determined by the CFD Administrator; less (vii) a credit for funds available to reduce the annual Special Tax levy, as determined by the CFD Administrator pursuant to the Indenture.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

  • Maximum Special Tax means the maximum Special Tax, determined in accordance with Section C below, that can be levied in any Fiscal Year on any Assessor’s Parcel.

  • Agreement combined tax rate means the sum of the tax rates:

  • 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).

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Annual Special Tax means the Special Tax actually levied in any Fiscal Year on any Assessor’s Parcel.

  • 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.

  • Intended Tax Treatment has the meaning set forth in the Recitals.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • 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.

  • Recovered tax increment value means, except as otherwise

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • child tax credit means a child tax credit under section 8 of the Tax Credits Act 2002;

  • Backup Annual Special Tax means the Special Tax of that name described in Section E.

  • Assigned Annual Special Tax means the Special Tax of that name described in Section D.

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

  • Final Tax Amount has the meaning set forth in Section 4.01(b)(ii).

  • Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Excess Penalty Charges With respect to any Serviced Loan and any Collection Period, the sum of (A) the excess of (i) any and all Penalty Charges collected in respect of such Serviced Loan during such Collection Period, over (ii) all unpaid or unreimbursed Advances and Additional Trust Fund Expenses (including, without limitation, interest on Advances to the extent not otherwise paid or reimbursed by the related Mortgagor, but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust (and, if applicable, the related Serviced Companion Loan Holder) with respect to such Serviced Loan and reimbursed from such Penalty Charges (which such Advances and Additional Trust Fund Expenses shall be reimbursed from such Penalty Charges) in accordance with Section 3.14 of this Agreement and (B) Advances and expenses previously paid or reimbursed from Penalty Charges as described in the immediately preceding clause (A), which Advances and expenses have been recovered from the related Mortgagor or otherwise.

  • Excluded Tax means any Tax imposed by any jurisdiction on the net income of the Note Holder;