Tax Deed Claim definition

Tax Deed Claim means any claim in contract or otherwise pursuant to the terms of the Tax Deed;
Sample 1Sample 2Sample 3
Tax Deed Claim means a claim by the Purchaser under clause 2 of the Tax Indemnity;
Sample 1Sample 2
Tax Deed Claim means any claim by the Buyer under the Tax Deed;
Sample 1Sample 2

Examples of Tax Deed Claim in a sentence

  • The Seller shall not be liable for any Claim (other than a Tax Deed Claim) in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is due and payable, but this Clause 11.5 shall not operate to avoid, or exonerate the 25 Seller in respect of, a Claim made in respect of a contingent liability within the relevant time limit specified in Clause 11.1.

  • The Seller shall not be liable for any Claim (other than a Tax Deed Claim or a Tax Warranty Claim) if and to the extent that proper allowance, provision or reserve is expressly made in the Locked Box Accounts or in the Audited Project and Holding Companies Accounts for the matter giving rise to the Claim.

  • The Sellers shall not be liable in respect of a Claim (other than a Fundamental Warranty Claim or a Tax Deed Claim) unless the amount that would otherwise be recoverable from the Sellers but for this paragraph 12 in respect of that claim, when aggregated with any other amount or amounts recoverable in respect of all other Claims, exceeds £400,000 in which case the Sellers shall be liable for the whole amount and not just the excess (subject to paragraph 10 above).

  • The Buyer shall procure that each member of the Buyer’s Group shall take all reasonable steps to the extent required by law to mitigate the Sellers’ liability under this Agreement in respect of a Claim (other than a Tax Deed Claim).

  • The Purchaser shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or mitigate any Losses which in the absence of mitigation might give rise to a liability for any Claim (other than a Tax Deed Claim).

  • The physical distribution is part of the supply chain, and its purpose is to deliver goods/services to the consumers.

  • The liability of each Seller in respect of each Claim (excluding Fundamental Warranty Claims under paragraphs 1 and 3 of Part 1 of Schedule 5) under this Agreement and each Tax Deed Claim is limited to the Relevant Percentage set opposite that Seller’s name in column (5) of Schedule 1 of such Claim.

  • ITEM 2 – BUSINESS OF THE FUND 2.1 StructureThe FundThe Fund is an unincorporated, open-ended, limited purpose trust created under the laws of the Province of Alberta pursuant to a Trust Indenture made as of November 2, 2017, as amended on November 6, 2017 and as further amended on November 30, 2017.

  • Tax claims The Seller shall not be liable for any Tax Deed Claim or Tax Warranty Claim to the extent that the exclusions in clause 4 of the Tax Deed apply.

  • Seller in respect of, a Claim made in respect of a contingent liability within the relevant time limit specified in Clause 11.1. 11.6 Losses The Seller shall not be liable for any Claim (other than a Tax Deed Claim) in respect of any punitive or special loss or for any loss of goodwill after Completion, except, in each case, to the extent that it is reasonably within the contemplation of the Parties at the date of this Agreement as a reasonably foreseeable consequence of the relevant breach.


More Definitions of Tax Deed Claim

Tax Deed Claim means a claim under clause 2 or clause 9 of the Tax Deed (including, for the avoidance of doubt, an Anti-hybrid Tax Indemnity Claim);
Sample 1
Tax Deed Claim means a claim under clause 2 or clause 9 of the Tax Deed (including, for the avoidance of doubt, an Anti-hybrid Tax Indemnity Claim); "Tax Return" means any return, declaration, computation, report, list, claim for refund, information return or similar statement with respect to any Tax, including any schedule or attachment thereto, and including any amendment thereof or written correspondence in relation thereto; "Tax Warranties" means the warranties set out in paragraph 13 of schedule 1; "Tax Warranty Claim" means a claim for breach of a Tax Warranty; "Taxation Authority" means any local, municipal, governmental, state, federal or fiscal, revenue, customs or excise authority, body, agency or official anywhere in the world competent to impose or administer a liability to Tax, including HMRC and the IRS; "Technical VDD Report" means the technical vendor due diligence report prepared by Xxx Xxxx & Partners International Ltd dated 30 November 2020 in relation to the Transaction contained in the Data Room (document 21.5); "Transaction" means the transaction(s) contemplated by this agreement; "Transaction Documents" means this agreement, the Disclosure Letter and the Tax Deed, together with any other documents referred to in this agreement that have or will be entered into in connection with the Transaction; "Transition Incentive Awards" means the Transaction related bonuses to be paid by the Group to each of the Key Employees in accordance with the Transition Incentive Award Letters; "Transition Incentive Award Letters" means the letters to each of the Key Employees contained in the Data Room (documents 26.11 to 26.14 (inclusive)) and the amendments to such letters contained in the Data Room (documents 26.15 to 26.18 (inclusive)) concerning the Transition Incentive Awards; "UK GAAP" means the United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101; "Unfunded Pension Arrangements" means: (a) the Ex-Xxxxx Directors Unfunded Pension Plan; and (b) the Eon UK's Central Networks Business unfunded pension plan; "VATA" means the Value Added Tax Xxx 0000 and "VAT legislation" means VATA and all regulations and orders made thereunder; "Western Power Distribution Group" means the section of the Electricity Supply Pension Scheme known as the Western Power Distribution Group; "Western Power Pension Scheme" means the pension scheme known as the Western Power Pension Scheme and governed by a definitive trust deed and rules dated 17 D...
Sample 1
Tax Deed Claim means a claim for breach of or under the Tax Deed; “Tax Warranties” means the Seller’s Warranties given under paragraph 14 of Schedule 2 (and “Tax Warranty” means any one of them); “Tax Warranty Claim” means any claim for breach of a Tax Warranty; “TerraForm Power” means TerraForm Power, Inc., a company incorporated under the laws of the State of Delaware, whose registered office is at 0000 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxxx, Xxxxxxxx 00000, Xxxxxx Xxxxxx of America; “Third Party Assurance” means all guarantees, indemnities, counter-indemnities and letters of comfort of any nature given to a third party by (i) a Group Company in respect of any obligation of a member of the Seller’s Group or (ii) a member of the Seller’s Group in respect of any obligation of a Group Company; “Total Assets” means the total assets of the Company (other than: (i) the Company’s shareholding in the Direct Subsidiary and (ii) amounts due to the Company from other Group Companies) as extracted from the Audited Accounts; “Total Liabilities” means the total liabilities of the Company (other than: (i) pursuant to the Loan Note; (ii) amounts due from it to other Group Companies; and (iii) the Other Receivables) as extracted from the Audited Accounts; “Total Working Capital” means the Total Assets minus the Total Liabilities which amount may be positive or negative; “Transaction” means the acquisition by the Purchaser of the Shares, the payment of the Receivable on behalf of the Direct Subsidiary, the payment of any Other Receivables on behalf of the Company and the redemption of the Loan Note on behalf of the Company pursuant to and subject to the provisions of this Agreement; “Transaction Documents” means this Agreement, the Tax Deed, the Loan Note Redemption Deed, the Indemnification Agreement and any other documents to be entered into pursuant to this Agreement; “Transitional Services Agreement” means the transitional services agreement entered into on 25 November 2016 between XxxX Xxxxxxxxxx, the Seller, the Company, the Direct Subsidiary and the Project Companies; and “VAT” has the meaning given in the Tax Deed.
Sample 1
Tax Deed Claim means a Claim under clause 2 of the Tax Deed; "Tax Warranties" means the warranties set out in paragraph 11 and 12.11 of schedule 2; "Tax Warranty Claim" means a Claim for breach of a Tax Warranty; "Taxation Authority" means any local, municipal, governmental, state, federal or fiscal, revenue, customs or excise authority, body, agency or official anywhere in the world competent to impose a liability to Tax, including HMRC; "TCGA" means the Taxation of Chargeable Gains Xxx 0000; "Third Party Claim" has the meaning given in paragraph 8.1 and schedule 3; "Transaction Documents" has the meaning given to it in clause 17.1(a); “Transitional Services Agreement” means the agreement between the Seller and the Buyer documenting the post-completion services to be provided by the Seller’s Group to the Group following Completion in the agreed terms; "TULR(C)A" means the Trade Union and Labour Relations (Consolidation) Xxx 0000; “UAE Agency Agreements" means the: (c) Representative Agreement dated 21 April entered into by OptaSense Limited and Xx Xxxxxxxx Specialized Engineering L.L.C, and (d) Agency Agreement dated 23 September 2015 entered into by OptaSense Limited, and Gulf Automation Services & Oilfield Services; “UAE Branch” has the meaning given to it in Part C of schedule 1; "US Benefits Indemnity" means the indemnity given by the Seller to the Buyer under clause 5.9(c); “US Benefits Plan” means OptaSense Inc.'s medical and dental health plans; "US Benefits Policy" means OptaSense Inc.'s stop loss insurance policy in respect of the US Benefits Plan; "US Insured Employee" means an employee of OptaSense Inc. who, as at the date of this agreement, has medical and dental health insurance under the US Benefits Plan (and his or her covered dependant who, as at the date of this agreement, is an insured under the US Benefits Plan by virtue of being a dependant of that employee); "Warranties" means the warranties set out in schedule 2; and
Sample 1

Related to Tax Deed Claim

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Tax Claim has the meaning set forth in Section 6.05.

  • Settled claim means the original tort claim resolved by a structured settlement.

  • Released Claim means the matters that are subject to release and discharge pursuant to ARTICLE 10 hereof;

  • Covered claim means the following:

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Affected Claim means any Claim other than an Unaffected Claim;

  • Secured Claim means a Claim that is secured by a Lien on property in which any of the Debtors’ Estates have an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim holder’s interest in such Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy Code.

  • Insured Claim means any Claim arising from an incident or occurrence alleged to have occurred prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their businesses.

  • Disallowed Claim means (a) a Claim, or any portion thereof, that has been disallowed by a Final Order or a settlement, (b) a Claim or any portion thereof that is Scheduled at zero or as contingent, disputed, or unliquidated and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law, or (c) a Claim or any portion thereof that is not Scheduled and as to which a proof of claim bar date has been established but no proof of claim has been timely filed or deemed timely filed with the Bankruptcy Court pursuant to either the Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed timely filed under applicable law.

  • Approved Claim means the timely submitted Claim Form by a Participating Settlement Member that has been approved by the Settlement Administrator.

  • Disputed Claim means any Claim that is not Allowed.

  • Contested Claim means any Tax, Indebtedness or other claim or liability (i) the validity or amount of which is being diligently contested in good faith, (ii) for which adequate reserve, or other appropriate provision, if any, as required in conformity with GAAP shall have been made, and (iii) with respect to which any right to execute upon or sell any assets of the Company or of any of its Subsidiaries has not matured or has been and continues to be effectively enjoined, superseded or stayed.

  • Allowed Secured Claim means an Allowed Claim secured by a lien, security interest or other charge against property in which the Estate has an interest, or which is subject to setoff under Section 553 of the Bankruptcy Code, to the extent of the value, determined in accordance with Section 506(a) of the Bankruptcy Code, of the interest of the holder of such Allowed Secured Claim in the Estate's interest in such property, or to the extent of the amount subject to any setoff, as the case may be.

  • Relevant Claim means a civil claim made in respect of any of the following—

  • Fraud Claim means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

  • Payment Claim means the claim for payment made by the Contractor in accordance with this Contract.

  • Indemnification Claim has the meaning set forth in Section 12.3.

  • 503(b)(9) Claim means a Claim or any portion thereof entitled to administrative expense priority pursuant to section 503(b)(9) of the Bankruptcy Code.

  • Allowed Claim means an Allowed Claim of the type described.

  • Settled Claims means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal, state, local, statutory or common law, or any other law, rule or regulation, whether foreign or domestic, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, foreseen or unforeseen, whether class or individual in nature, including both known claims and Unknown Claims (as defined below), (i) that have been asserted in this Action by the Class Members or any of them against any of the Released Parties (whether pleaded in the Complaint or not), or (ii) that could have been asserted from the beginning of time to the end of time in any forum by the Class Members or any of them against any of the Released Parties, which arise out of, relate in any way to, or are based upon the allegations, transactions, facts, matters or occurrences, representations or omissions involved in, set forth in, or referred to, or that could have been asserted in the Complaint and relate to the purchase, sale, transfer or acquisition of securities of Priceline.com during the Class Period, or any actions, representations or omissions that were alleged or might have been alleged to affect the price of publicly traded securities of Priceline.com during the Class Period. Notwithstanding the prior sentence, “Settled Claims” does not include any claims Class Members may have against Deloitte in its capacity as the

  • Expected Claim Notice means a notice that, as a result of a legal proceeding instituted by or written claim made by a third party, an Indemnified Party reasonably expects to incur Damages for which it is entitled to indemnification under Article VI.

  • Liability Claim has the meaning set forth in Section 7.2(a).

  • AWR Claim means any complaint or claim to a tribunal or court made by or on behalf of the Agency Worker against the Hirer and/or the Employment Business for any breach of the AWR;