Transaction Tax Contest definition

Transaction Tax Contest means a Tax Contest with the purpose or effect of determining or redetermining Transaction Taxes.
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Transaction Tax Contest means an audit, review, examination or any other administrative or judicial proceeding, in each case by any Taxing Authority, with the purpose or effect of determining or redetermining Transaction Taxes.
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Transaction Tax Contest has the meaning set forth in Section 4.02(a).
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Examples of Transaction Tax Contest in a sentence

  • Notwithstanding the foregoing, MetLife shall be entitled to control exclusively the conduct and settlement of any Transaction Tax Contest if MetLife notifies Brighthouse that (notwithstanding the rights and obligations of the Parties under this Agreement) MetLife agrees to pay (and indemnify Brighthouse against) any Tax-Related Losses resulting from such Transaction Tax Contest.

  • A specific example of this was when the Mutual Aid program asked everyone about interest in adopting a client’s pet which was jeopardizing her housing due to her not being able to add the pet to the lease nor take care of the animal properly.

  • Notwithstanding Section 8.02(a) of this Agreement, SnackCo shall have sole control over any Non-Canadian Transaction Tax Contest, unless GroceryCo acknowledges in writing that it has sole liability under Section 5.02(b) of this Agreement for any Non-Canadian Transaction Taxes that may arise in such Non-Canadian Transaction Tax Contest, in which case GroceryCo shall have sole control over such Non-Canadian Transaction Tax Contest.

  • Notwithstanding the foregoing, TWX shall be entitled to control exclusively the conduct and settlement of any Transaction Tax Contest if TWX notifies Time that (notwithstanding the rights and obligations of the Parties under this Agreement) TWX agrees to pay (and indemnify Time against) any Transaction Taxes resulting from such Transaction Tax Contest.

  • Notwithstanding the foregoing, either Party shall be entitled to exclusively control the conduct and settlement of any Transaction Tax Contest if such Party notifies the other Party that (notwithstanding the rights and obligations of the Parties under this Agreement) it agrees to pay and indemnify the other Party against any Transaction Taxes resulting from such Transaction Tax Contest.

  • Notwithstanding the forgoing, TDCC and Corning shall jointly control any Transaction Tax Contest from and after the point in such proceedings when Corning has a reasonable basis to believe that TDCC may have an indemnification obligation under Section 2.01(a) in the event of an adverse resolution of such Transaction Tax Contest.

  • If the parties cannot agree whether to accept such settlement offer, the party in favor of continuing to contest the Transaction Tax Contest may continue to do so, provided that the other party’s Liability with respect to such Transaction Tax Contest shall be capped at the amount of such settlement offer.

  • Without limiting the generality of the forgoing, in the case where the parties are jointly controlling a Transaction Tax Context, the parties to a Transaction Tax Contest receive an executable offer to settle such liability from an authorized representative of the relevant Tax Authority, the parties shall negotiate in good faith to achieve a common approach as to whether to accept such settlement offer.

  • Family Ties must also be approved by the Case Management Review Committee (CMRC).

  • Cable and TWX each (i) shall timely file the appropriate information and statements (including as required by Section 1.355-5 of the Treasury Regulations), to report the Transactions as qualifying for the Intended Tax Treatment and (ii) absent a change of law or a Final Determination of a Transaction Tax Contest, shall not take any position on any tax return that is inconsistent with the Transactions qualifying for the Intended Tax Treatment.

Related to Transaction Tax Contest

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

  • Transaction Tax Deductions means any Tax deductions, whether accruing before, on or after the Closing Date, relating to (a) any pay down or satisfaction of Indebtedness in connection with the Merger, (b) the payment or incurrence of any Transaction Expenses, and (c) any other deductible payments attributable to the Merger and economically borne by Sellers. For this purpose, any success-based fees shall be treated as deductible in accordance with the seventy percent safe-harbor election in Rev. Proc. 2011-29.

  • 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).

  • Tax Proceeding means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.

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

  • Prohibited Transaction Tax Any tax imposed under Section 860F of the Code. Prospectus: The prospectus dated July 19, 2004 as supplemented by the prospectus supplement dated July 26, 2004, relating to the Class A, Class B-1, Class B-2 and Class B-3 Certificates.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of any of the Transactions to qualify for the Intended Tax Treatment of such Transaction.

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

  • 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;

  • 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 Matter has the meaning set forth in Section 7.01.

  • Other Connection Taxes means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

  • Relevant Tax Authority means HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established;

  • 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).

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

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

  • criminal tax matters means tax matters involving intentional conduct whether before or after the entry into force of this Agreement which is liable to prosecution under the criminal laws of the requesting Party;

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

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

  • 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.

  • Tax Action means any claim, action, suit, complaint, arbitration, audit, investigation, review, assessment, notice of deficiency or other proceeding relating to any Tax or Return by or before any Tax Authority.

  • 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.

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

  • foreign matter means anything that is not part of the cotton plant.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.