Specified Taxes definition

Specified Taxes has the meaning specified in the definition of “Net Cash Proceeds”.

Specified Taxes means Taxes (other than any Tax on the overall net income of any Lender or any Tax imposed under FATCA) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment, but only to the extent that any change in law after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to which such Lender shall have become a Lender (in the case of each other Lender) results in an increase in the rate of such Tax from the rate in effect at the date hereof or at the date of such Assignment Agreement, as the case may be (provided that in the case of a Lender that shall have become a Lender pursuant to an Assignment Agreement, Taxes shall be Specified Taxes only to the extent such Taxes would have been Specified Taxes with respect to such Lender’s assignor).

Specified Taxes means all Taxes other than Employment Taxes and Other Taxes.

Examples of Specified Taxes in a sentence

• If the Issuer shall fail to pay any Specified Taxes, the relevant Bondholder shall be entitled to tender and pay the same and the Issuer as a separate and independent stipulation, covenants to reimburse and indemnify each Bondholder in respect of any payment thereof and any penalties payable in respect thereof.

• A Bondholder exercising Conversion Rights must pay directly to the relevant authorities any capital, stamp, issue, registration, transfer and other taxes or duties arising on the exercise of such Conversion Rights, other than any Specified Taxes.

• All Taxes other than Specified Taxes and Employment Taxes shall be allocated pursuant to the Separation Agreement, unless otherwise allocated pursuant to an Ancillary Agreement (other than this Agreement).

• No member of the Zoetis Group shall provide access to, copies of, or otherwise disclose to any Person any documentation relating to Specified Taxes existing as of the date hereof to which Privilege may reasonably be asserted without the prior written consent of Pfizer, such consent not to be unreasonably withheld.

• Notwithstanding anything to the contrary contained in this Master Conveyance, Grantee shall never personally be responsible for paying any part of the costs, expenses or liabilities incurred in connection with the operating, owning and/or maintaining of the Subject Interests, including any Specified Taxes or Specified Post-Production Costs (which shall be deducted from Gross Proceeds and paid by Grantor as provided in Section 2.1(e)).

More Definitions of Specified Taxes

Specified Taxes has the meaning set forth in the Tax Matters Agreement.

Specified Taxes means those Taxes described in Section 2.01 through Section 2.04 of this Agreement, as well as those Taxes described in Section 2.07 or Section 2.08 of this Agreement.

Specified Taxes means (a) production, severance, sales, excise and other similar taxes assessed upon, otherwise owing with respect to or measured by the amount or value of Hydrocarbons produced or the proceeds from the sale thereof excluding income taxes, and (b) property or ad valorem taxes to the extent assessed on the interests subject to the Overriding Royalty Interest (whether assessed separately or as part of the value of such interests).

Specified Taxes means any tax liabilities specified in Section 4(a)(ii) of the Tax Matters Agreement.

Specified Taxes means any Texas franchise Taxes.

Specified Taxes has the meaning given to such term in Section 5.03.

Specified Taxes means: (i) any and all liability for Taxes of the Company (including as a transferee, successor, by contract or otherwise) for Pre-Closing Periods and for Taxes allocable to the portion of any Straddle Period ending on the Cut-Off Date (as provided in Section 6.3(d) ); (ii) any and all liability of the Company for Taxes of any person (other than the Company) which was affiliated with the Company (or any direct or indirect predecessor) prior to the Effective Date or with whom the Company (or any direct or indirect predecessor) otherwise has ever joined (or is or has ever been required to join) in filing any consolidated, combined, unitary or aggregate Tax Return prior to the Effective Date (as a result of Treasury Regulation Section 1.1502-6 or otherwise); (iii) any payments required to be made after the Effective Date under any Tax sharing, Tax indemnity, Tax allocation or similar contracts (whether or not written) to which the Company was obligated, or was a party, prior to the Effective Date; and (iv) any Taxes arising from a breach of or default in connection with any of the covenants or agreements made by Sellers’ Agent or any Seller in Section 6.3 .