Special Tax Losses definition

Special Tax Losses means and includes any and all Losses sustained, suffered or incurred by any Purchaser Indemnified Persons arising from or in connection with Taxes payable by any Seller or any Affiliate thereof with respect to any period ending on or prior to the Closing Date (or the portion ending on the Closing Date of any period that includes but does not end on the Closing Date) which is not reflected on the Statement of Assets and Liabilities or the inaccuracy or breach of the representations and warranties of any Seller contained in SECTION 5.9.
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Special Tax Losses means any and all Losses sustained, suffered or incurred by any Purchaser Indemnified Person arising from or in connection with Taxes payable by the Parent or its subsidiaries thereof or otherwise in connection with the Business.
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Special Tax Losses means (i) all Taxes payable by the Companies with ------------------ respect to all periods through the Closing Date and (ii) any and all Losses sustained, suffered or incurred by any Purchaser Indemnified Person arising from or in connection with the existence of any facts or circumstances that constitute (or would constitute notwithstanding the disclosure of such facts or circumstances or such Losses) any untruth, inaccuracy or breach of the representations and warranties of the Sellers contained in SECTION 5.9, in each ----------- case in clause (i) and clause (ii) that relate to or arise out of any compensation, dividends, distributions or other payments made (including by way of expenses incurred by the Companies on behalf of such Persons) by any of the Companies or their Affiliates to any Seller, former shareholder of any of the Companies or their respective Affiliates or any officer of any of the Companies or their respective Affiliates.
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Examples of Special Tax Losses in a sentence

  • Heartland agrees that, at all times from the Closing Date until the Aggregate Tax Holdback Amount has been used in full to satisfy Special Tax Losses or released to the former holders of FBLB Common Stock pursuant to the provisions of this Section 6.14, to reserve a sufficient number of shares of Heartland Common Stock to fulfill its obligations with respect to the release of all or a portion of the Aggregate Tax Holdback Amount.

  • The Tax Indemnified Parties will be deemed to incur a Special Tax Loss (including reasonable out-of-pocket costs related thereto) at the time such party pays any Special Tax Losses to a Governmental Entity following the closing of a Tax Proceeding or a “determination” of a Tax Claim within the meaning of Section 1313 of the Code, or at the time such party pays an applicable third party for out-of -pocket costs related to the Tax Claim or Tax Proceeding.

  • The Acquiror’s sole and exclusive source of recovery pursuant to this ARTICLE IX in respect of: (x) Special Escrow Tax Losses shall be the sub-account of the Special Escrow Fund for Special Tax Losses, (y) Unsatisfied Current Income Taxes shall be the sub-account of the Special Escrow Fund for Unsatisfied Current Income Taxes, and (z) [**]10 Investigation Losses shall be the sub-account of the Special Escrow Fund for [**]10 Investigation Losses.


More Definitions of Special Tax Losses

Special Tax Losses means any and all Losses sustained, suffered or ------------------ incurred by any Purchaser Indemnified Person arising from or in connection with Taxes payable by any Company or Affiliate thereof with respect to period ending or prior to the Closing Date or the untruth, inaccuracy or breach of the representations and warranties of any Company or the Seller contained in SECTION ------- 6.9 that relate to or arise out of any compensation, dividends, distributions or --- other payments made by any Company or Affiliate thereof to the Seller any former shareholder of any Company or Affiliate thereof or any officer of any Company or Affiliate thereof.
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Special Tax Losses means and includes any and all Losses sustained, suffered, or incurred by any Buyer Indemnified Persons arising from or in connection with Taxes payable by any Company or with respect to the Purchased Assets or the Business with respect to any period ending on or before the Closing Date (or the portion ending on the Closing Date of any period that includes but does not end on the Closing Date (a “Straddle Period”)) or payable by any Seller with respect to any Company or the Purchased Assets or the Business with respect to any period before or after the Closing Date. For each Straddle Period, Special Tax Losses shall be calculated (i) in the case of Taxes based on or measured by income or sales, as if the Tax period ended at the close of business on the Closing Date and (ii) for all other Taxes, ratably based on the number of days in the Tax period before the Closing Date and the total number of days in that Tax period. Schedule 1.5(c)
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Special Tax Losses means any and all Liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties (including the reasonable fees of legal counsel, accountants and other outside consultants related thereto) incurred by a Tax Indemnified Party in connection with the assessment or imposition of Taxes of any Citywide Entity as a result of Citywide failing to qualify as an “S corporation” within the meaning of Section 1361 of the Code or any comparable provisions of state, local or other Tax Law, or as a result of Citywide Banks, Citywide Financial, Citywide Data or Citywide Insurance failing to qualify as a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code, or any comparable provisions of state, local or other Tax Law, or in connection with the conduct of a Tax Proceeding in which a Governmental Entity takes the position that such failure to qualify as an “S corporation” or a “qualified subchapter S subsidiary” may have occurred.
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Related to Special Tax Losses

  • 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 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.

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

  • 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).

  • 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.

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

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

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

  • Change in Tax Classification has the meaning set forth in Section 5.2(h).

  • Tax-Related Losses means (i) all federal, state, local and foreign Taxes (including interest and penalties thereon) imposed (or that would be imposed) pursuant to any settlement, Final Determination, judgment or otherwise, (ii) all accounting, legal and other professional fees, and court costs incurred in connection therewith, and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Parent (or any Parent Affiliate) or SpinCo (or any SpinCo Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in the case of each of clauses (i) through (iii), resulting from the failure of the Internal Distribution, the Contribution or the Distribution to have Tax-Free Status.

  • 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.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Aggregate Net Losses means, with respect to a Collection Period, an amount equal to the aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period minus all Net Liquidation Proceeds collected during such Collection Period with respect to all Defaulted Receivables.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Seller Losses has the meaning set forth in Section 10.2(a).

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Net After Tax Amount means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.