Specified Tax Liability definition

Specified Tax Liability means (A) all Liability for Taxes of the Company and its subsidiaries for all Pre-Closing Tax Periods (including the portion of any Straddle Period prior to the Closing Date), (B) all Liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its subsidiaries is or was a member at or prior to the Closing (including pursuant to Treasury Regulation Section 1.1502-6(a) (or a comparable state or local Tax provision)), (C) all Liability for Taxes of the Sellers, and (D) all Liability for Taxes of any Person (other than the Company or any subsidiary of the Company) imposed on the Company or any subsidiary of the Company as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing. In the case of any Straddle Period, the amount of Taxes that relate to a Pre-Closing Tax Period shall be determined in accordance with Section 6.1.
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Specified Tax Liability means any income Tax Liability of the Company for the Pre-Closing Tax Period to the extent that such Liability is attributable to taxable income resulting from the Code Section 481 adjustment for the Tax accounting method change for Inventory.
Sample 1
Specified Tax Liability has the meaning set forth on Section 1.1(STL) of the Seller Disclosure Schedule.
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Examples of Specified Tax Liability in a sentence

  • Theraplant shall not transfer any legal, equitable or beneficial interest in the Specified Tax Liability Reserve Account to any other Greenrose Entity or any other person without the consent of NewCo; provided that Theraplant may transfer funds withdrawn from the Specified Tax Liability Reserve Account to other Greenrose Entity to the extent required (as determined in the sole discretion of Theraplant) to effect the payment of a Specified Tax Liability to a taxing authority.

  • The Greenrose Entities shall incorporate any reasonable comments from NewCo that are provided to the Greenrose Entities prior to the due date for filing such Specified Tax Liability Tax Return, and the Greenrose Entities shall timely file (or cause to be timely filed) such Specified Tax Liability Tax Return.

  • Notwithstanding anything in this Agreement to the contrary, Xxxxxx’s indemnification obligations hereunder in respect of the Specified Tax Liability shall terminate at and not survive the seven (7) year anniversary of the Closing Date and there shall be no liability to Parent or any of its Affiliates under this Agreement after such date in respect of the Specified Tax Liability.

  • The termination of Parent’s indemnification obligations hereunder in respect of the Specified Tax Liability shall not be tolled, delayed, or stayed to any period after the seven (7) year anniversary of the Closing Date for any reason, including due to any Purchaser Indemnified Party having made (whether before or after the termination of the applicable period) an indemnification claim pursuant to this Agreement or due to any pending or ongoing Tax Claim.

  • If, in accordance with Section 1.2, NewCo elects to pay any Specified Tax Liability that NewCo is obligated to pay under this Agreement directly into the Specified Tax Liability Reserve Account, NewCo shall deposit such amounts into the Specified Tax Liability Reserve Account and such deposit shall satisfy NewCo’s obligation hereunder with respect to such Specified Tax Liability.

  • Amounts deposited in the Specified Tax Liability Reserve Account shall be used exclusively to pay the Specified Tax Liability to which such amounts relate to the relevant taxing authority.

  • NewCo may elect to pay any amount it is required to pay pursuant to this Section 1.2 directly to a taxing authority or, alternatively, to pay any amount it is required to pay pursuant to this Section 1.2, which it does not elect to pay directly to a taxing authority, into the Specified Tax Liability Reserve Account established and maintained in accordance with Section 1.6 below.

  • The Greenrose Entities shall use commercially reasonable efforts to provide a completed copy of any Tax Return relating to a Specified Tax Liability (the “Specified Tax Liability Tax Returns”) to NewCo for NewCo’s review and approval at least 30 days prior to filing such Specified Tax Liability Tax Return.


More Definitions of Specified Tax Liability

Specified Tax Liability means any Liability for Taxes of any of the Target Companies for any Pre-Closing Period that is not shown as a Liability or reserve on the Final Closing Statement (and if such Taxes arise in a Straddle Period, as allocated pursuant to Section 7.2(c)) or resulting from the Restructuring, in each case, to the extent that Parent has not paid Purchaser any amounts with respect to such Liability for Taxes under Section 8.2(a)(iii).
Sample 1
Specified Tax Liability means (except as otherwise provided under Section 4.4 (Transfer Taxes) or Section 4.8 (Proration of Taxes), all Liability for Taxes (A) of Seller, (B) of any member of an affiliated consolidated, combined or unitary group imposed on Seller of which Seller is or was a member prior to the Closing Date, (C) of any Person (other than Seller) imposed on Seller as a transferee or successor, by contract or pursuant to any Law which Taxes relate to an event or transaction occurring prior to the Closing Date; (D) with respect to the Business, the Acquired Assets or Assumed Liabilities for Pre-Closing Tax Periods (determined in accordance with Section 4.8 with respect to any personal property and ad valorem Taxes with respect to any Straddle Period), (E) arising out of, resulting from or incident to the consummation of the transactions contemplated by this Agreement, including bulk sales, bulk transfer or similar Taxes (irrespective of any obligation under applicable law regarding the payment and reporting of such Taxes), (F) payments under any Tax allocation, sharing or similar agreement (whether oral or written) of Seller, or (G) Taxes in respect of any Excluded Assets or Excluded Liabilities.
Sample 1
Specified Tax Liability means (A) all Liability for Taxes of the Company and its subsidiaries for all Pre-Closing Tax Periods, except to the extent (i) incurred outside the ordinary course of business on the Closing Date after the Closing, (ii) attributable to any election under Section 338 or Section 336 of the Code (or any comparable provision of applicable Law, or (iii) attributable to a breach by Parent or any of its Affiliates of the covenants set forth in ARTICLE V, and excluding Parent’s share of any Transfer Taxes as set forth in Section 5.7, (B) all Liability for Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its subsidiaries is or was a member on or prior to the Closing Date (including pursuant to Treasury Regulation Section 1.1502-6(a) (or a comparable state or local Tax provision)), (C) all Taxes of any Person (other than the Company or any subsidiary of the Company) imposed on the Company or any subsidiary of the Company as a transferee or successor, by contract (other than any agreement entered into in the Ordinary Course of Business the primary purpose of which is not Taxes) or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing Date, (D) all Taxes imposed on the Company Equityholders, (E) all Taxes (determined without taking into account any Tax benefits arising in a Post-Closing Tax Period) attributable to prepaid amounts or deferred revenue received on or prior to the Closing Date; and (F) all Escheat Liability. In the case of any Straddle Period, the amount of Taxes that relate to a Pre-Closing Tax Period shall be determined in accordance with Section 5.1. For the avoidance of doubt, Specified Tax Liabilities shall not include any Taxes attributable to any disallowance of tax credits or other benefits claimed by Parent or any of its affiliates (other than the Company and its subsidiaries) under the CARES Act or other Pandemic related Laws.
Sample 1

Related to Specified Tax Liability

  • 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.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Indemnified Tax means (a) any Tax other than an Excluded Tax and (b) to the extent not otherwise described in clause (a), Other Taxes.

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Indemnified Taxes means Taxes other than Excluded Taxes.

  • Excluded Tax means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient (a) Taxes imposed on or measured by net income (however denominated, and including branch profits taxes) and franchise taxes, in each case (i) imposed as a result of such Recipient being organized under the Laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) imposed on any Recipient as a result of a present or former connection between such Recipient and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising from any such Recipient having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced, any Credit Document, or sold or assigned an interest in any Credit Document or Loan); (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which such Lender (i) acquires such interest in the Loan or Commitment or otherwise becomes a party to this Agreement (other than pursuant to an assignment request by the Borrower under Section 2.23) or (ii) changes its lending office, except in each case, to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes that are attributable to the failure by any Recipient to deliver the documentation required to be delivered pursuant to Section 2.20(f) or Section 2.20(g); and (d) Taxes imposed under FATCA.

  • 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).

  • Related Taxes means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  • Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Unqualified Tax Opinion means an unqualified “will” opinion of a law firm of nationally recognized standing in the field of taxation. Any such opinion shall assume that the Distribution and related transactions would have qualified for Tax-Free Status had the transaction in question not occurred.

  • Consolidated Tax Expense means, for any period, the tax expense of Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • Realized Tax Detriment means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.

  • Relevant Tax Authority means HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established;

  • 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.

  • Realized Tax Benefit means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

  • Non-Excluded Taxes as defined in Section 2.20(a).

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.