Tax Reserves definition

Tax Reserves shall have the meaning assigned to such term in Section 5.1 of this Agreement.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Tax Reserves means, as of any date of determination, but only if any federal, state, local or other taxes, assessments or other governmental charges (including any Universal Service Fund charges) or levies upon any Credit Party or any of their respective properties, income, profits or assets is then delinquent, the amount of all such taxes, assessments and governmental charges or levies that is due and payable as of such date.

Tax Reserves means the aggregate liability for Taxes of any Group Companies included in the calculation of Closing Working Capital (as increased or decreased, as the case may be, to reflect any adjustments finally agreed upon pursuant to Section 1.4) to the extent such liability is taken into account in determining, and results in an actual reduction to, the Purchase Price.

Examples of Tax Reserves in a sentence

• If Lender is collecting Tax Reserves pursuant to Article IV, then so long as no Event of Default exists, Borrower will not be obligated to pay Taxes, but only if Lender holds sufficient Tax Reserves and Borrower has timely delivered to Lender any bills or notices that it has received with respect to Taxes.

• Lender will have no liability to Borrower for failing to pay any Taxes if any of the following conditions exist: (i) any Event of Default has occurred and is continuing, (ii) Lender holds insufficient Tax Reserves at the time a Tax becomes due and payable, or (iii) Borrower has failed to provide Lender with bills and notices as provided in this Section 6.08.

• The parties agree that all accrued taxes, tax reserves and other tax balances in the balance sheet accounts of Western Atlas and its subsidiaries as of the Distribution Date, including but not limited to Financial Consolidations accounts (hereinafter, "Tax Reserves"), shall remain with the Western Atlas Group after the UNOVA Distribution, except for those Tax Reserves which shall belong to the UNOVA Group upon the UNOVA Distribution, as set forth by company and division on Schedule B hereto.

• The right to direct the Paying Agent in writing to withdraw and apply Tax Reserves in accordance with the foregoing shall be in addition to all other rights and remedies provided to the Administrative Agent or any Lenders under this Agreement and the other Loan Documents.

• Notwithstanding the foregoing, while there is any Tax Claim, Final Tax Amount or pending Liabilities Claim, Fund B shall be maintained in an amount equal to the sum of all Tax Reserves for all Tax Claims, Final Tax Amounts, the Maintenance Level, all Pending Amounts, and all other amounts required to be paid out from or maintained in Fund B.

More Definitions of Tax Reserves

Tax Reserves has the meaning specified in Section 6.05(a).

Tax Reserves at any time, all unpaid and unbonded state and local municipality tax stamp liabilities.

Tax Reserves means the amounts of accrued Income Tax reflected on the Balance Sheet in the aggregate amount of $476,752, plus reserves for deferred Taxes.

Tax Reserves has the meaning set forth in Section 11.5(a) of this Agreement.

Tax Reserves means amounts payable, accrued liabilities or other amounts owing in respect of Taxes attributable to the operations of any Company.

Tax Reserves shall have the meaning set forth in Section 2.9(b).

Tax Reserves means the accruals or reserves for Taxes, if any, on the Final Closing Statement.