Tax Straddle Period definition

Tax Straddle Period has the meaning provided such term in Section 7.3.
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Tax Straddle Period has the meaning provided such term in Section 7.3. “Third Party Claim” has the meaning provided such term in Section 9.3(a). “Transaction Debt” has the meaning provided such term in Section 7.1(a).
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Tax Straddle Period has the meaning provided such term in Section 7.3. “Third Party Claim” has the meaning provided such term in Section 9.3(a). “Torrance Logistics” has the meaning provided such term in the recitals to this Agreement. “Torrance Pipeline” has the meaning provided such term in the recitals to this Agreement. “Transaction Documents” means this Agreement, the Amended and Restated Omnibus Agreement, the Amended and Restated Operation and Management Services Agreement, the Transportation Services Agreement, the Amended and Restated LLC Agreement and any other documents of conveyance or other related documents contemplated to be entered into in connection with the Agreement and the transaction contemplated hereby with respect to which the Partnership and PBF Energy are parties. “Transfer Taxes” has the meaning provided such term in Section 7.5. “Transportation Services Agreement” has the meaning provided such term in the recitals to this Agreement. “TVP Holding” has the meaning provided such term in the recitals to this Agreement. “United States” or “U.S.” means United States of America. 11
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Examples of Tax Straddle Period in a sentence

  • The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Subject Interests or the Assets with respect to the portion of any Tax Straddle Period after the Closing Date.

  • The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Delaware Logistics Assets with respect to the portion of any Tax Straddle Period after the Closing Date.

  • PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the Toledo Tank Farm Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date.

  • PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the Subject Interests or the Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date.

  • PBF Energy shall be responsible for, and shall indemnify the Partnership for, all Taxes related to the Delaware Logistics Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date.

  • The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the Toledo Tank Farm Assets with respect to the portion of any Tax Straddle Period after the Closing Date.

  • To the extent that a “partnership representative” (within the meaning of Section 6223(a) of the Code) of any Subsidiary of the Company is an Affiliate of the Purchaser, the Purchaser shall cause such partnership representative to cooperate in implementing the provisions of this Section 10.03, including the Sellers’ Representative’s rights under this Section 10.03 with respect to any Tax Contest with respect to a U.S. federal income Tax Straddle Period.

  • PBF Energy shall be responsible for, and shall indemnify the Partnership and the Partnership for, all Taxes related to the West Rack Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date.

  • The Partnership shall be responsible for, and shall indemnify PBF Energy for all Taxes related to the West Rack Assets with respect to the portion of any Tax Straddle Period after the Closing Date.

  • PBF Energy shall be responsible for, and shall indemnify the 25 Partnership and the Partnership for, all Taxes related to the Subject Interests or the Assets with respect to the portion of any Tax Straddle Period prior to the Closing Date.


More Definitions of Tax Straddle Period

Tax Straddle Period means a taxation period that begins before, and ends after, the Closing Time. For the purposes of allocating Taxes in respect of any Tax Straddle Period, the amount of Taxes allocable to the portion of the Tax Straddle Period ending immediately before the Closing Time shall be deemed to be: (i) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of such Taxes for the entire period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of days in the Tax Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire relevant Tax Straddle Period; and (ii) in the case of Taxes not described in clause (i) above (such as franchise Taxes, withholding Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended immediately before the Closing Time. All determinations necessary to give effect to or relevant to the foregoing allocations will be made by Travel Services acting in good faith, taking into account the prior practice of Travel Services and Applicable Law;
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Related to Tax Straddle Period

  • Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.

  • 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.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;

  • Taxable Period means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period, e.g., a quarter) with respect to which any Tax may be imposed under any applicable Law.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • 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.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Taxable means either:

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Tax Distribution Date has the meaning set forth in Section 4.01(b)(i).

  • 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.

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Tax Item means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

  • Taxable Year means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made), ending on or after the IPO Date.