Tax Matters Agreements definition

Tax Matters Agreements means (i) a tax matters agreement with RCPI and (ii) a tax matters agreement with GPC, each governing tax matters between the Company and its Subsidiaries on the one hand, and RCPI and GPC, as applicable, on the other.
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Tax Matters Agreements means the DL Parties Tax Matters Agreement and the LVP Tax Matters Agreement.
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Tax Matters Agreements means the Scripps Tax Matters Agreement by and among Scripps, Scripps Spinco and Newco, entered into on the date of this Agreement, and the Journal Tax Matters Agreement by and among Journal, Journal Spinco and Newco, entered into on the date of this Agreement, attached hereto as Exhibits C and D, respectively.
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Examples of Tax Matters Agreements in a sentence

  • To the extent that any representations, warranties, covenants and agreements between the parties with respect to Tax matters are set forth in the Tax Matters Agreement, the tax sharing agreements and arrangements specifically identified therein, the International Tax Matters Agreements and the tax matters agreements described in Section 3.10(b) (collectively, for purposes of this Section, the “Tax Agreements”), such Tax matters shall be governed exclusively by the Tax Agreements and not by this Agreement.

  • As of the Sixth ARCA Effective Date, the Tax Sharing Agreement and the Tax Matters Agreements are the only agreements among the Loan Parties regarding tax sharing, tax reimbursement or tax indemnification.

  • Except as set forth on Section 10.03 of the Journal Disclosure Schedule or as provided for in the Tax Matters Agreements, all intercompany accounts between Journal or its Subsidiaries (other than the Journal Newspaper Business), on the one hand, and the Journal Newspaper Entities, on the other hand, as of the Newspaper Merger Effective Time shall be cancelled at the Newspaper Merger Effective Time.

  • Except under the Prior Tax Matters Agreements, (i) no requests for ruling or determination letters filed by CLJ or any Acquired Company are pending with any taxing authority, and (ii) no Acquired Company has any liability to any Person with respect to Taxes paid, owed or to be paid for periods of time during which any Acquired Company or any predecessor thereof were members of a consolidated group other than the consolidated group of which CLJ is the common parent.

  • Except as set forth on Section 9.03 of the Scripps Disclosure Schedule, or as provided in the Employee Matters Agreement or the Tax Matters Agreements, all intercompany accounts between Scripps or its Subsidiaries (other than the Scripps Newspaper Entities), on the one hand, and the Scripps Newspaper Entities, on the other hand, as of the Newspaper Merger Effective Time shall be cancelled at the Newspaper Merger Effective Time.

  • Each of CLJ and CSL, and to the Knowledge of CLJ and CSL (except as disclosed on SECTION 3.19(a) of the Disclosure Schedule) each other party thereto, has complied in all material respects with each of the Prior Tax Matters Agreements, and each such Prior Tax Matters Agreement is a valid and binding obligation of each of the parties thereto enforceable in accordance with its terms.

  • Tenant agrees to complete all required building and/or system inspections as required by national governing agencies having jurisdiction, as further delineated in Exhibit C.

  • Except for this Agreement, the Amended and Restated Operating Agreement and the agreements listed on Schedule 4.8(c) attached hereto, there are no Tax Matters Agreements to which any Property Owner or any subsidiary thereof is currently subject.

  • Except as set forth on Section 3.15(c) of the Company Disclosure Letter, to the Company’s Knowledge, no party is in breach of any representation, warranty, covenant or agreement contained in the Tax Matters Agreements, and the Company is not, and was not at the time of the signing of such Tax Matters Agreements, aware of any information that would constitute a breach of any provision thereunder made by the other parties thereto.

  • In sharp contrast, our EF changes non-linearly, with the EF values being rather close for 0% and 25% V (Figs.


More Definitions of Tax Matters Agreements

Tax Matters Agreements means (A) the Tax Matters Agreement by and among ITT Corporation (the “Distributing Entity”), Xylem Inc. and the Company, dated as of October 25, 2011 (the “2011 Distribution Tax Matters Agreement”) and (B) the Tax Matters Agreement by and among the Company and Vectrus, Inc. (the “Spun Entity”), dated as of September 25, 2014 (the “2014 Distribution Tax Matters Agreement”); and
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Related to Tax Matters Agreements

  • Tax Matters Agreement means the Tax Matters Agreement to be entered into by and between Parent and SpinCo or any members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Employee Matters Agreement shall have the meaning set forth in the Separation Agreement.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Shareholders' Agreements shall have the meaning provided in Section 5.05.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Shareholders Agreement has the meaning set forth in the recitals.

  • Securityholders Agreement means that certain Securityholders ------------------------- Agreement, dated as of July 22, 1998 and as amended from time to time, among Holdings and the signatories parties thereto.

  • Stockholders Agreement means the Stockholders Agreement, dated as of the date hereof, by and among the Company and the other parties thereto.

  • Members Agreement means the members’ agreement among the Exchange and each Person who, from time to time, is accepted as and becomes a member of the Exchange under the Exchange requirements.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Management Stockholder’s Agreement means that certain Management Stockholder’s Agreement between the Optionee and the Company.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Tax Protection Agreement means, collectively, (a) that certain Tax Protection Agreement, dated as of October 7, 2013 among the Parent, the Borrower, and the other parties named therein and (b) that certain Stockholders Agreement, dated as of August 23, 2016 among Parent and Q REIT Holding LLC, and the other parties named therein (and specifically, the tax related provisions in Article 6 thereof).

  • Tax Matters means all tax matters including criminal tax matters,

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Investors Agreement has the meaning set forth in Section 6.01(e).

  • Retention Agreements has the meaning set forth in Section 5.11(e).

  • JV Agreement has the meaning set forth in the Recitals.

  • Allocation Agreement means the agreement (cfr. Allocation Agreement Form as published on the Fluxys Belgium website) entered into by the TSO, the Network User and the End User and other Network Users, if any, in respect of allocation of quantities taken off or injected by one or more Network Users, at the End User Domestic Point.

  • Omnibus Agreement means that certain Omnibus Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Company and certain other parties thereto, as such may be amended, supplemented or restated from time to time.

  • Master Services Agreement means the master services agreement among the Service Providers, the Partnership, BRELP, the Holding Entities and others;

  • Joint Powers Agreement means that certain Joint Powers Agreement dated December 1, 2016, as amended from time to time, under which Buyer is organized as a Joint Powers Authority in accordance with the Joint Powers Act.

  • Transition Services Agreements has the meaning set forth in Section 6.11(b).