TAX SHARING definition

TAX SHARING. AGREEMENTS shall have the meaning given to such term in Section 5.1(m). TAXES shall have the meaning given to such term in Section 2.9. TERM LOAN shall have the meaning provided in Section 2.1(a) (and shall include any Incremental Term Loans actually made). TERM LOAN COMMITMENT shall mean, for each Lender, the amount set forth opposite such Lender's name in Schedule I hereto directly below the column entitled "Term Loan Commitment", as same may be reduced from time to time pursuant to the terms of this Credit Agreement.
Sample 1
TAX SHARING. AGREEMENT shall mean the Tax Sharing and Management Consulting Agreement dated as of July 2, 1997, between Parent and Xxxxxxxxx, as amended prior to the Closing Date and as further amended, restated or otherwise modified from time to time in accordance with the terms hereof. TAXES shall mean all federal, state, municipal and other governmental taxes, levies, charges, claims and assessments which are or may be owed by any Credit Party with respect to its business, operations, Collateral or otherwise. TERMINATION DATE shall mean the date occurring three (3) years from the Closing Date and the same date in every year thereafter.
Sample 1
TAX SHARING. AGREEMENT shall mean that certain Tax Sharing Agreement dated as June 1, 1998 by and among the Borrower, AWAC, the Parent and Delta Housing. TERM LOAN shall have the meaning given to such term in Section 2.1; Term Loans shall mean collectively all of the Term Loans. TERM LOAN COMMITMENT shall mean, as to any Bank at any time, the amount initially set forth opposite its name on SCHEDULE 1.1(B) in the column labeled "Amount of Commitment for Term Loans," and thereafter on Schedule I to the most recent Assignment and Assumption Agreement executed by such Bank, and Term Loan Commitments shall mean the aggregate Term Loan Commitments of all of the Banks. TERM NOTES shall mean collectively and Term Note shall mean separately all of the Term Notes of the Borrower in the form of EXHIBIT 1.1(T) issued by the Borrower at the request of a Bank pursuant to Section 2.3 evidencing the Term Loans, together with all amendments, extensions, renewals, replacements, refinancings or refunds thereof in whole or in part. THUNDER BASIN LLC AGREEMENT shall mean that certain Limited Liability Company Agreement, dated as of July 10, 1997, as amended, of Thunder Basin Coal Company, L.L.C., a limited liability company organized and existing under the laws of the State of Delaware. TRANSFEROR BANK shall mean the selling Bank pursuant to an Assignment and Assumption Agreement. UNIFORM COMMERCIAL CODE shall have the meaning assigned to that term in Section 5.1.21.
Sample 1

Examples of TAX SHARING in a sentence

  • TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • STATES (TAX SHARING AND HEALTH GRANTS) ACT 1981 No. 99, 1981 - SECT.

  • EXHIBIT E FORM OF TAX SHARING AGREEMENT TAX SHARING AGREEMENT (the "Agreement"), dated as of _______ __, 1998, between LTC Properties, Inc., a Maryland corporation ("LTC"), and LTC Healthcare, Inc., a Nevada corporation ("Healthcare").

  • The Company (i) is not a party to, is bound by or has any obligation under, any Tax sharing agreement, Tax indemnification agreement or similar contract or arrangement, whether written or unwritten (collectively, "TAX SHARING AGREEMENTS"), or (ii) does not have any potential liability or obligation to any person as a result of, or pursuant to, any such Tax Sharing Agreements.

  • The Income Tax Sharing Agreement between the Company and its subsidiaries and Seller effected as of October 20, 1995 (the "TAX SHARING AGREEMENT") shall be terminated effective as of the Closing Date.

  • TAX SHARING AGREEMENT This Agreement is entered into as of [date] by ICN Pharmaceuticals, Inc., a Delaware corporation ("ICN"), and RIBAPHARM Inc., a Delaware corporation ("RIBAPHARM").

  • This Agreement replaces all previous tax allocation and sharing agreements BNPP USA or any of the Subsidiaries may have been a party to with the exception (subject to Section 15(a) of this Agreement) of the TAX SHARING AGREEMENT BY AND AMONG BNP PARIBAS S.A., BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.) AND BANCWEST HOLDING INC., dated as of April 1, 2016.

  • XXX XXXXXXXXXXX Name Title: VMW HOLDCO LLC Name: Title [Signature Page to Action by Written Consent of the Stockholders of VMware, Inc.] THIS SECOND AMENDED AND RESTATED TAX SHARING AGREEMENT (this “Agreement”) dated as of [•], 2019 (the “Amendment Date”)1 is entered into by and among Dell Technologies Inc.

  • By:______________________________ Name: Title: THE XXXXXXXXX CORPORATION By:______________________________ Name: Title: EXHIBIT E TAX SHARING AGREEMENT THIS AGREEMENT is made this ___ day of November, 1995 between RHI Holdings, Inc., a Delaware corporation ("RHI") and Shared Technologies Inc., a Delaware corporation ("Shared Tech- nologies").

  • Xxxxxx 773.40 Janax Xxxited Partnership 7061.01 ------- Total 7834.41 ======= 123 EXHIBIT B (to SHAREHOLDERS' AGREEMENT) TAX SHARING AND TAX BENEFIT REIMBURSEMENT AGREEMENT This AGREEMENT, made and entered into as of the ____ day of _________________, 1997, by and between CENTEX CORPORATION, a Nevada corporation ("Centex"), and CAVCO INDUSTRIES, INC., an Arizona corporation ("Cavco").

Related to TAX SHARING

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • 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.

  • Tax Sharing Agreement means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document).

  • Tax Indemnity means the deed of covenant against Taxation in the Agreed Terms to be entered into at Closing;

  • Sharing means the use by two or more persons, in an arrangement not involving resale, of a telecommunications service provided by a Telecommunications Provider.

  • Tax Indemnity Agreement means that certain Tax Indemnity Agreement [NW ____ _], dated as of the date hereof, between the Owner Participant and Lessee, as originally executed or as modified, amended or supplemented pursuant to the applicable provisions thereof.

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

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

  • Job Sharing means the sharing by two or more persons of a position.

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Cost sharing means the respective share of Total Project Costs to be contributed by the Applicant and by DOE. The percentage of Applicant Cost Share is to be applied to the Total Project Cost (i.e., the sum of Applicant plus DOE Cost Shares) rather than to the DOE contribution alone.

  • Member Agreement means collectively the Membership and Account Agreement and any other account information provided to you by us from time to time.

  • Data Sharing Agreement A formal agreement that documents what data is being shared and how the data can be used between the Parties. ‘‘Data Sharing Code of Practice” the code of practice issued by the Information Commissioner in respect to the sharing of personal data.

  • Indemnification Agreements shall have the meaning set forth in Section 6.01(a).

  • Arrangement means the arrangement under the provisions of section 192 of the CBCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendment or supplement thereto made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order;

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • 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.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, among the Borrowers, the Subsidiary Guarantors and the Collateral Agent.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Tax Liabilities means all liabilities for Taxes.

  • closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Indemnification Agreement shall have the meaning set forth in Article XVII.

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Management Arrangements means the arrangements for the strategic management of the relationship between the Authority and the Contractor, including arrangements for monitoring of the Contractor’s compliance with the Specification, the Service Levels, the Award Procedures and the terms of this Framework Agreement, set out in Schedule 4.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.