SpinCo Transaction Taxes definition

SpinCo Transaction Taxes means any Income Taxes incurred by any Party to this Agreement or its Subsidiaries resulting from or attributable to a Tax-Free Transaction Failure if such Tax-Free Transaction Failure:
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SpinCo Transaction Taxes means any Taxes or Tax-related losses incurred by any Party to this Agreement or its Subsidiaries resulting from or attributable to a Tax-Free Transaction Failure if such Tax-Free Transaction Failure:
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SpinCo Transaction Taxes means any Income Taxes incurred by any Party to this Agreement or its Affiliates which would not have been incurred but for an Intended Tax Treatment Failure (including, if applicable, any Taxes incurred by GPC as a result of the failure of any 338(h)(10) Election to be valid and effective) if such Intended Tax Treatment Failure (i) would not have arisen but for one or more transactions or events (other than a Covered Transaction) occurring after the Merger Effective Time and involving (directly or indirectly) the stock or assets of any RMT Parent Group Entity (including any action taken pursuant to Section 6.02(f)), which transaction or event was reasonably likely to lead to such Intended Tax Treatment Failure, or (ii) results from or is attributable to (i) a breach on the part of RMT Parent of any of its representations, warranties or covenants in this Agreement or (ii) a breach on the part of SpinCo of any of its representations, warranties or covenants in this Agreement that occurs after the Merger Effective Time.
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More Definitions of SpinCo Transaction Taxes

SpinCo Transaction Taxes means (i) any Taxes imposed on or by reason of the Restructuring, the Contribution or the Distribution (including as a result of a Section 336(e) Election described in Section 4.05 and including Transfer Taxes imposed on such transactions) and (ii) any Taxes payable by reason of the distribution of cash or other property from SpinCo to Cogint. For the avoidance of doubt, SpinCo Transaction Taxes include, without limitation, Taxes payable by reason of deferred intercompany transactions or excess loss accounts triggered by the Contribution or the Distribution. Notwithstanding anything to the contrary, the determination of SpinCo Transaction Taxes shall take into account all Tax deductions and other Tax attributes of the Cogint Group and/or the SpinCo Group (determined as if the Cogint Group and SpinCo Group closed their books and tax years at the end of the day on the Distribution Date) available to offset taxable income or Taxes from the transactions described in (i) and (ii) of the first sentence of this definition of “SpinCo Transaction Taxes” to the extent permitted by applicable law.
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Related to SpinCo Transaction Taxes

  • Transaction Taxes has the meaning set forth in Section 6.01.

  • 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.

  • 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.

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

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

  • Transfer Taxes means any and all transfer, documentary, sales, use, gross receipts, stamp, registration, value added, recording, escrow and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (including any real property or leasehold interest transfer or gains tax and any similar Tax).

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • 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.

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • SpinCo Separate Return means any Separate Return of SpinCo or any member of the SpinCo Group.

  • Transfer Tax means any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the Transactions (together with any related interest, penalties or additions to such taxes).

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Tax or Taxes means any federal, foreign, state, county or local taxes, charges, fees, levies, duties or other assessments, including, but not limited to, all net income, gross income, sales and use, transfer, gains, profits, excise, franchise, real and personal property, gross receipts, capital stock, production, business and occupation, customs, disability, employment, payroll, license, estimated, severance or withholding taxes or charges imposed by any Governmental Authority, and includes any interest and penalties (civil or criminal) on or additions to any such taxes.

  • Canadian Taxes has the meaning specified in Section 1005.

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Tax Group has the meaning set forth in Section 7.06(h)(iii).

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.