Specified Tax Liabilities definition
Specified Tax Liabilities means liabilities to tax including interest on unpaid tax specified in regulations made under this section.
Specified Tax Liabilities shall have the meaning set forth on Section 2.16 of the Disclosure Schedule.
Specified Tax Liabilities means Liabilities for any sales or use Taxes imposed on or with respect to, or attributable to the ownership or operation of, the Acquired Assets or the Business for any Tax period (or portion thereof) ending on or prior to the Closing Date, including any liabilities or obligations of Reorganized RentPath as a transferee or successor with respect to such Taxes.
Examples of Specified Tax Liabilities in a sentence
If PricewaterhouseCoopers LLP is unavailable or declines to serve as the Specified Tax Liabilities Valuation Firm, then either party may request the American Arbitration Association to select an independent accounting firm to serve as the Specified Tax Liabilities Valuation Firm, and the firm so selected shall be the Specified Tax Liabilities Valuation Firm.
The Greenrose Entities shall bear any amounts owed with respect to any Specified Tax Liabilities that are in excess of NewCo’s obligations hereunder.
More Definitions of Specified Tax Liabilities
Specified Tax Liabilities means sales taxes, use taxes or value added taxes assessed by a Governmental Authority against a Borrower or any of its Subsidiaries for periods other than the then-current period and any associated fines or penalties imposed in connection therewith.
Specified Tax Liabilities means any state or local sales or use Tax of any Group Company with respect to a Pre-Closing Tax Period in Connecticut, Iowa, New Mexico, Ohio, Pennsylvania, South Dakota, West Virginia, Tennessee, Texas, Washington, D.C. or Washington state, in each case for which any Group Company was required to collect and remit Tax prior to the Closing but did not do so for all such Taxes in these locations.
Specified Tax Liabilities means (a) all Taxes arising from an affiliated group of which any Company (or any predecessor of any Company) is or was a member in the Pre-Closing Period for which any Company is liable pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law; (b) all Taxes of any Person imposed on any Company as a transferee or successor, by Contract or pursuant to any Law, but only to the extent such Taxes arise out of an event or transaction occurring in the Pre-Closing Period; and (c) any Liability (i) for the payment of any amounts as a result of any Company being a party to any Tax sharing or allocation agreement to the extent the Tax sharing or allocation agreement was entered into in the Pre-Closing Period or (ii) with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation or Liability to indemnify any Person entered into in the Pre-Closing Period, other than, in each case, any such customary agreements or arrangements with customers, vendors, lessors or the like entered into in the Ordinary Course of Business.
Specified Tax Liabilities has the meaning set forth on Schedule 1.01(o).
Specified Tax Liabilities means all Taxes imposed on or payable by the Purchased Entities, or by Purchaser and its Affiliates with respect to the Business, arising from the matters described in Section 1.1(j)(i) of Seller Disclosure Schedules.