Tax Damages has the meaning assigned to such term in Section 2.15(d).
Tax Damages has the meaning specified in Section 9.2.
Tax Damages has the meaning assigned to such term in Section 2.15(d). “Taxes” means any and 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. “Termination Date” means the date on which the Commitments have expired or been terminated and the principal of and accrued interest on each Loan and all fees and other amounts payable hereunder shall have been paid in full (excluding, for the avoidance of doubt, any amount in connection with any contingent, unasserted indemnification obligations). “Transactions” means the execution, delivery and performance by the Borrower of this Agreement and other Loan Documents, the borrowing of Loans, and the use of the proceeds thereof. “Two Largest Industry Classification Groups” means, as of any date of determination, each of the two Industry Classification Groups that a greater portion of the Borrowing Base has been assigned to each such Industry Classification Group pursuant to Section 5.12(a) than any other single Industry Classification Group. “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. “Undisclosed Administration” means, in relation to a Lender or its direct or indirect parent company, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or based on the law in the country where such Lender or its direct or indirect parent company is subject to home jurisdiction supervision if applicable law requires that such appointment is not to be publicly disclosed and such appointment has not been publicly disclosed (including, without 31 00000000.00.
Examples of Tax Damages in a sentence
In the event that any Member (including a Parent) or the Company shall expend any amounts that could, under the provisions hereof, constitute Indemnifiable Tax Damages, such Member or the Company shall consult with the other Members and the Company in advance of any such initial expenditure, and on an ongoing basis, with respect to the amount and nature of the expenses being so incurred, and each shall use reasonable efforts in good faith to minimize the amount of Indemnifiable Tax Damages.
The Parent shall indemnify and hold harmless the Company from and against all Taxes of the Parent (and other corporations included in the consolidated or combined return of the Parent and its subsidiaries), other than Taxes of the Company, for any and all periods, and from and against any and all Indemnifiable Tax Damages arising out of or in any manner directly attributable to such Taxes.
The obligation to pay the Tax Damages Amount will continue until the expiration of the statute of limitations for collection of the Tax Damages Amount.
Reinsurance Tax Damages shall be determined on a with and without basis with respect to the transactions contemplated by the Specified Third-Party Reinsurance Agreements, and shall be calculated on a present-value basis consistent with the definition of After-Tax Basis.
Notwithstanding anything to the contrary herein, in no event shall Seller’s liability for Reinsurance Tax Damages under this Agreement exceed an amount equal to the excess of (A) the Buyer Agreed Cap over (B) the Final Reinsurance Attribute Allowance, as finally determined.
More Definitions of Tax Damages
Tax Damages is defined in Section 8.2(c)(i).
Tax Damages means the excess, if any, of the aggregate amount of Adjusted Taxes over the aggregate amount of Projected Taxes, as such terms are defined below. Adjusted Taxes and Projected Taxes shall be calculated for each taxable year from and after the year in which a reduction in the GE Capital Gain occurs and results in a breach under this
Tax Damages means Damages and/or loss of tax benefits that are directly or indirectly suffered or incurred by Intuit and/or any other Indemnified Person or Persons and result from or arise out of: (a) any breach of the representations and warranties contained in Section 3.7.1 or from any failure of C-Co to at any time be a validly elected "S" corporation for purposes of the Code; (b) any income tax liabilities of C-Co arising from the Exchange and/or the CTC Exchange; (c) any failure of Intuit to obtain a step up in basis for C-Co's assets upon the Exchange (unless Intuit through no fault of the C-Co Shareholders, fails to timely file the Section 338(h)(10) election or the California Election Out Statement); (d) C-Co's or either of the C-Co Shareholder's inability, pursuant to the Code, to make valid and effective elections pursuant to Section 338(h)(10) of the Code in accordance with the terms of this Agreement such that the Exchange will be treated as a sale of C-Co's assets for U.S. federal tax purposes; (e) any income tax liability arising from Intuit's purchase of shares of the capital stock of CTC from either of the C-Co Shareholders pursuant to the 54 55 CTC Exchange unless Intuit files an election under Sections 338(a) and (g) of the Code with respect thereto; (f) any tax liability of C-Co arising under Section 1374 of the Code by reason of the Exchange; or (g) any failure of C-Co to be taxed as a "C" corporation for California income and Franchise tax purposes. As used herein, "CLAIM" shall have the meaning assigned to such term in Section 11.7.
Tax Damages has the meaning assigned to such term in Section 2.15(d). “Taxes” means any and all present or future taxes levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges 48
Tax Damages has the meaning assigned to such term in Section 2.15(d). “Taxes” means any and 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. “Termination Date” means the date on which the Commitments have expired or been terminated and the principal of and accrued interest on each Loan and all fees and other amounts payable hereunder by the Borrower or any other Obligor shall have been paid in full (excluding, for the avoidance of doubt, any amount in connection with any contingent, unasserted indemnification obligations), all Letters of Credit shall have (x) expired or (y) terminated and, in each case, all LC Disbursements then outstanding have been reimbursed. “Third Largest Industry Classification Group” means, as of any date of determination, the single Industry Classification Group contributing a greater portion of the Borrowing Base than any other single Industry Classification Group other than the Largest Industry Classification Group and the Second Largest Industry Classification Group. “Transactions” means the execution, delivery and performance by the BorrowerObligors of this Agreement and other Loan Documents, the borrowing of Loans, and the use of the proceeds thereof and the issuance of Letters of Credit hereunder. “Transparent Subsidiary” means a Subsidiary classified as a partnership or as a disregarded entity for U.S. federal income tax purposes directly or indirectly owned by an Obligor that has no material assets other than Equity Interests (held directly or indirectly through other Transparent Subsidiaries) in one or more CFCs. “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans constituting such Borrowing, is determined by reference to the Adjusted LIBO Rate or the Alternate Base Rate. “UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. “UK...
Tax Damages has the meaning assigned to such term in Section 2.15(d). “Taxes” means any and 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. “Term XXXXX” means, (a) for any calculation with respect to a Eurocurrency Loan in Canadian Dollars for any Interest Period, the Term XXXXX Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term XXXXX Determination Day”) that is two (2) Business Days prior to the first day of such Interest Period, as such rate is published by the Term XXXXX Administrator; provided, however, that if as of 5:00 p.m. (Toronto time) on any Periodic Term XXXXX Determination Day the Term XXXXX Reference Rate for the applicable tenor has not been published by the Term XXXXX Administrator and a replacement of the Term XXXXX Reference Rate has not occurred pursuant to Section 2.12(d), then Term XXXXX will be the Term XXXXX Reference Rate for such tenor as published by the
Tax Damages has the meaning assigned to such term in Section 2.15(d). “Taxes” means any and 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. “Termination Date” means the date on which the Commitments have expired or been terminated and the principal of and accrued interest on each Loan and all fees and other amounts payable hereunder by the Borrower or any other Obligor shall have been paid in full (excluding, for the avoidance of doubt, any amount in connection with any contingent, unasserted indemnification obligations), all Letters of Credit shall have (w) expired, (x) terminated, (y) been Cash Collateralized or (z) otherwise been backstopped in a manner acceptable to the Issuing Bank and the Administrative Agent in their sole discretion and, in each case, all LC Disbursements then outstanding have been reimbursed. “Third Party Finance Company” has the meaning assigned to such term in Section 5.13. “Total Eligible Portfolio” has the meaning assigned to such term in Section 5.13(b). “Transactions” means the execution, delivery and performance by the Borrower of this Agreement and other Loan Documents, the borrowing of Loans, and the use of the proceeds thereof and the issuance of Letters of Credit hereunder. 38