Target Taxes definition

Target Taxes as defined in Section 2.2.6(a).
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Target Taxes means Income Taxes of the Companies for any Pre-Cut-Off Tax Period and any Income Taxes of the Companies for the period beginning immediately after the Effective Time and ending immediately before the Closing to the extent attributable to actions, other than in the ordinary course of business, taken by Target to the extent such actions cause the amount of Income Taxes for such period to exceed the amount of Income Taxes for such period in the absence of such actions by Target; provided, however, that Target Taxes shall not include, and Target shall not be responsible for, Income Taxes that Buyer has agreed to pay under any provision of this Agreement.
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Target Taxes as defined in Section 2.2.6(a). Tax or Taxes: any taxes, duties, charges or other levies due or payable to, or levied or imposed by, any federal, state, provincial, municipal, local or foreign tax authority, including income, profits, franchise, gross receipts, license, wages, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duty, capital stock, severance, stamp, payroll, sales, employment, withholding, social security (or similar), unemployment, disability, use, personal and real property, withholding, excise, production, sales, transfer, transaction, registration, alternative or add-on minimum, value added, estimated, occupancy or other taxes, duties, charges or other levies of any kind whatsoever, including any addition thereto, or interest or penalty thereon; provided that, the foregoing shall include any transferee or secondary liability for a Tax and any liability assumed by agreement or arising as a result of being (or ceasing to be) a member of any affiliated group (or by being included (or required to be included) in any Tax Return relating thereto).
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Examples of Target Taxes in a sentence

  • Neither the Target nor any of the Target Subsidiaries has consented to any waiver of the statute of limitations for the assessment of any Target Taxes or has requested any extension of time for the payment of any Target Taxes.

  • For purposes of this Agreement, the term "refund" shall mean, except as otherwise provided herein, the receipt of cash due to an overpayment by Target of Target Taxes for the Target Pre-Closing Tax Period and the use by Acquiror, Affiliates or the Surviving Corporation of an overpayment by Target of Target Taxes for the Target Pre-Closing Tax Period as a credit or other Tax offset against Taxes of Acquiror, its Affiliates or the Surviving Corporation.

  • Except as set forth in Schedule 3A(u)(ii), no Target Returns filed by or on behalf of the Target or any of the Target Subsidiaries with respect to Target Taxes are currently being audited or examined.

  • The charges, accruals, and reserves for Target Taxes with respect to the Target and the Target Subsidiaries are adequate to cover Target Tax liabilities of the Target and the Target Subsidiaries accruing throughout the date thereof.

  • Except as set forth in Schedule 3A(u)(ii), neither the Target nor any of the Target Subsidiaries has received notice of assessment or proposed assessment of any Target Taxes claimed to be owed by it or any other Person on its behalf.

  • The Companies, on or before the Cut-Off Date, or Target at any time, shall pay or cause to be paid all Target Taxes, and shall file or cause to be filed all Tax Returns with respect to all Target Taxes other than Target Taxes for a Straddle Period.

  • Buyer shall, or shall cause the Companies after the Cut-Off Date to, pay all Taxes other than Target Taxes and Taxes to be paid by the Companies on or before the Cut-Off Date as described in the preceding sentence and shall file all Tax Returns not required to be filed by the Companies on or before the Cut-Off Date or by Target pursuant to this Agreement.

  • Except as set forth in Schedule 3A(u)(ii), no issue has been raised by any taxing authority with respect to the Target or any of the Target Subsidiaries in any audit or examination which, by application of similar principles, could reasonably be expected to result in a proposed material adjustment to the liability for Target Taxes for any period not so examined.

  • The Shareholder holds of record and owns beneficially all of the issued and outstanding Target Shares, as further described in Section 3.9 hereof, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and state securities laws and any restrictions set out in the constating documents of the Target), Taxes, Security Interests or other options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.

  • Until the Closing Date, Target will provide Acquirer and its agents with reasonable access to the files, books, records and offices of Target, including, without limitation, any and all information relating to Target Taxes, commitments, contracts, leases, licenses, real, personal and intangible property and financial condition.

Related to Target Taxes

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Base Taxes means the Taxes payable for the Base Tax Year.

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

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

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Indirect Taxes means value added taxes, sales taxes, consumption taxes and other similar taxes.

  • Transfer Taxes has the meaning set forth in Section 6.05.

  • 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.

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).

  • Employment Taxes means all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

  • Incremental property taxes means the taxes as provided in Iowa Code sections 403.19 and 260E.4. “Industry” means a business engaged in interstate or intrastate commerce for the purpose of manufacturing, processing, or assembling products, conducting research and development, or providing services in interstate commerce, but excludes retail, health, or professional services. An industry is a business engaged in activities described as eligible in the Act rather than the generic definition encompassing all businesses in the state doing the same activities. An industry is considered to be a single, corporate entity or operating subdivision. An industry which closes or substantially reduces its operation in one area of the state of Iowa and relocates substantially the same operation in another area of the state is not eligible for a project. This definition does not prohibit a business from expanding its operations in another area of the state provided that existing operations of a similar nature are not

  • input tax , in relation to a vendor, means—

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

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

  • Conveyance Taxes means all sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

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

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Canadian Taxes has the meaning specified in Section 11.05.

  • 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.

  • 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.