Tax Deed Claim definition
Tax Deed Claim means any claim in contract or otherwise pursuant to the terms of the Tax Deed;
Tax Deed Claim means a claim under the Tax Deed;
Examples of Tax Deed Claim in a sentence
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 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.
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 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 Tax Deed Claim or Tax Warranty Claim to the extent that the exclusions in clause 4 of the Tax Deed apply.
More Definitions of Tax Deed Claim
Tax Deed Claim means any claim by the Buyer under the Tax Deed;
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
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
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 Deed Claim means a Claim under the Tax Deed;
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.