Transaction Tax Claim definition

Transaction Tax Claim means any enquiry, notice, demand, assessment, claim, discussion or other written communication from any Taxing Authority related to any Transaction Tax that is or may be levied against any of the Purchaser Indemnitees or any Indian Investee by any Taxing Authority, including all claims or demands for any deposit, interest, penalty, interim payment, advance payment or issuance of security or bank guarantee for payment of any such claim, regardless of whether such claim or demand arises out of any order, whether interim or final, and regardless of any further right of appeal against such an order, including any claim arising pursuant to any Transaction Tax Proceeding.
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Transaction Tax Claim means any claim or demand arising pursuant to any Transaction Tax Proceedings;
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Transaction Tax Claim has the meaning set forth in Section 8.3(a).‌‌
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Examples of Transaction Tax Claim in a sentence

  • Such notice shall include copies of, or the relevant extract of, any Tax Notice or other document received from the Tax Authority or any other Person in respect of any such Transaction Tax Proceeding and/or the Transaction Tax Claim.

  • For the avoidance of doubt, (a) any increase in Tax Losses and/or Transaction Tax Claim which is attributable to such failure; or (b) loss of any defence which would have been otherwise available to the Relevant Seller had the failure not occurred, is actual prejudice to the Relevant Seller.

  • In addition, the Purchaser’s Indemnitees shall inform the Seller of any change, if any, in the due date of the payment of the Transaction Tax Claim from the date specified in the Transaction Tax Indemnifying Notice, within 7 (seven) days of the Purchaser’s Indemnitees being notified of such change.

  • Fraud Notwithstanding anything contained herein, the limits specified in this Schedule 6 shall not apply in respect of any Claim or Indemnity Claim or Transaction Tax Claim arising out of fraud or dishonesty or wilful concealment by any of the Sellers.

  • Privileged and Confidential Project Sapphire Share Purchase Agreement 3.4. The Indemnified Party(ies) at its own expense shall have the right to reasonably request information in respect of any such Transaction Tax Proceeding and/or Transaction Tax Claim.

  • The Seller shall keep and hold the Purchaser’s Indemnitee fully indemnified and harmless for any Loss suffered or incurred by the Purchaser’s Indemnitee in relation to a delay or demur in the payment or settlement of any Transaction Tax Claim by the Seller in accordance with this Clause 5.

  • Unapproved loans prohibited.The loan officer must approve all loans.

  • Transaction Tax The Sellers, jointly and severally, covenant to pay the Purchaser an amount equal to, and shall indemnify and hold harmless the Purchaser from and against any Tax Losses suffered or incurred by the Purchaser, any Group Company or any member of the Purchaser’s Group which has any nexus with India (including holding any assets or having any operations in India), as a result of any Transaction Tax Proceeding or any Transaction Tax Claim arising pursuant thereto.

  • If the Purchaser’s Indemnitee exercise such right to make payment of the amounts due under such Transaction Tax Claim, then the Seller shall be liable to indemnify the Purchaser’s Indemnitees for the amounts paid by the Purchaser’s Indemnitee towards such Transaction Tax Claim within 5 (five) days from the date of payment of such Transaction Tax Claim.

  • Privileged and Confidential Project Sapphire Share Purchase Agreement shall ensure that it makes all payments for which the Indemnified Party(ies) is liable to pay in connection with the Transaction Tax Claim to the Indemnified Party(ies) at least ten (10) Business Days prior to the relevant due date in order to enable the Indemnified Party(ies) to make such payment by the relevant due date.


More Definitions of Transaction Tax Claim

Transaction Tax Claim has the meaning specified in Section 10.07(a).
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Related to Transaction Tax Claim

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Priority Non-Tax Claim means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

  • Priority Non-Tax Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Tax Claim has the meaning set forth in Section 6.05.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

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

  • non-taxable supply means a supply of goods or services or both which is not leviable to tax under this Act or under the Integrated Goods and Services Tax Act;

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated February 21, 2006 as supplemented by the prospectus supplement dated February 23, 2006, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

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

  • non-taxable territory means the territory which is outside the taxable territory;

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • 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.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • FICASH III Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which securities issued by the government of the United States of America that are direct obligations of the government of the United States of America shall constitute Eligible Securities.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Income Tax Return means any Tax Return relating to Income Taxes.

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

  • U.S. Tax Person means a Person that is a “United States person” as defined in Section 7701(a)(30) of the Code, generally including:

  • 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.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • FICASH II Transaction means a repurchase transaction in which the Repurchase Date is the Banking Day next following the Sale Date and for which one or more of the following two categories of securities, as specified by the Funds, shall constitute Eligible Securities: (x) securities issued by the government of the United States of America that are direct obligations of the government of the United States of America, or (y) securities issued by or guaranteed as to principal and interest by the government of the United States of America, or by its agencies and/or instrumentalities, including, but not limited to, the Federal Home Loan Bank, Federal Home Loan Mortgage Corp., Government National Mortgage Association, Federal National Mortgage Association, Federal Farm Credit Bank, Federal Intermediate Credit Bank, Banks for Cooperatives, and Federal Land Banks.

  • Transaction Deductions means the sum of all items of loss or deduction for U.S. federal income tax purposes resulting from or attributable to (a) the payment of legal, financial advisory, accounting and other fees and expenses of the Group Companies (but not of Buyer) in connection with the transactions contemplated hereby, including the Seller Transaction Expenses and (b) any other payment contemplated by this Agreement that is in the nature of compensation for U.S. federal income tax purposes.