Transaction Tax Treatment definition

Transaction Tax Treatment has the meaning set forth in Section 6.8(e)(i).
Sample 1
Transaction Tax Treatment is defined in Section 3.11.
Sample 1
Transaction Tax Treatment has the meaning set forth in Section 2.3(d).
Sample 1

Examples of Transaction Tax Treatment in a sentence

  • None of the Parties or any of their respective Affiliates shall take any position inconsistent with the Transaction Tax Treatment on any Tax Return or in connection with any proceeding relating to Taxes with a Taxing Authority, in each case, except to the extent required pursuant to a “determination” within the meaning of Section 1313(a) of the Code (or any similar provision of state, local or foreign law).

  • The Parties shall (and shall cause their respective Affiliates to) report the relevant federal, state, local and other Tax consequences of the Sale in a manner consistent with the Transaction Tax Treatment.

  • Such Seller has no knowledge of any facts, agreements, plan or other circumstances and has not taken or agreed to take any action, in each case, that would reasonably be expected to prevent or impede the AMNA Merger from qualifying for the Transaction Tax Treatment.

  • The Allocation shall be mutually agreed upon by both parties and shall be binding upon Purchaser and the Selling Members for all purposes, and the parties agree that all Tax Returns and reports and all financial statements shall be prepared in a manner consistent with (and the parties shall not otherwise file a tax return position inconsistent with) the Allocation and the Transaction Tax Treatment unless required by the IRS or any other applicable Taxing Authority.

  • No later than ninety (90) days after the Membership Interest Purchase Price is finally determined hereunder pursuant to Section 2(e), Buyer will deliver to Seller a proposed allocation of the Membership Interest Purchase Price and other amounts treated as consideration for federal income (and other applicable) Tax purposes, which allocation will be consistent with the Transaction Tax Treatment and will be prepared in a manner consistent with Section 1060 of the Code (the “Buyer’s Draft Allocation”).

  • Buyer, the Sellers and the Company shall not (and shall cause their respective Affiliates not to) take any position on any Tax Return or any other filings, declarations or reports with the IRS and/or other taxing authorities that is inconsistent with the Transaction Tax Treatment unless otherwise required pursuant to a final “determination” (within the meaning of Code Section 1313(a)) or corresponding provision of state, local or foreign Tax Law.

  • The Purchaser shall have the right, but not the obligation, to participate in, approve of and/or control in its reasonable discretion, any such efforts by the Company to reach agreement on the Transaction Tax Treatment.

  • The Revised Allocation shall be conclusive and binding upon Purchaser and the Selling Members for all purposes, and the parties agree that all Tax Returns and reports and all financial statements shall be prepared in a manner consistent with (and the parties shall not otherwise file a tax return position inconsistent with) the Revised Allocation and the Transaction Tax Treatment unless required by the IRS or any other applicable taxing authority.

  • In the event that the Final Allocation or Transaction Tax Treatment is disputed by any Governmental Entity, the Party receiving the notice of the Contest shall provide the other Party with prompt written notice thereof (which in any event shall be within 30 days of receiving notice of such Contest from the Governmental Entity).

  • All Tax Returns filed by any Person with respect to the transactions contemplated by this Agreement shall be filed in a manner consistent with the Transaction Tax Treatment, unless otherwise required by a “determination” under Section 1313(a) of the Code.


More Definitions of Transaction Tax Treatment

Transaction Tax Treatment has the meaning assigned to such term in Section 7.13(b).
Sample 1

Related to Transaction Tax Treatment

  • Tax Treatment [One or more elections will be made to treat the assets of the Trust Fund as a REMIC.] [The Trust Fund will be treated as a "grantor trust" for federal income tax purposes.]

  • Intended Tax Treatment has the meaning set forth in the Recitals.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

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

  • tax treaty means an agreement for the avoidance of double taxation entered into between South Africa and another country;

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

  • 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.

  • Change in Tax Classification has the meaning set forth in Section 5.2(h).

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • Change in Tax Law means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

  • 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.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

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

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • 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.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Income Tax Act means the Income Tax Act (Canada), as amended from time to time;

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • 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:

  • Designated Transaction means a Transaction which fulfils the following requirements:

  • Issuer Tax Opinion means with respect to any action, an Opinion of Counsel to the effect that, for federal income tax purposes and subject to customary assumptions and qualifications for opinions of this type, (a) such action will not adversely affect the tax characterization as debt of any Notes that were characterized as debt at the time of their issuance, and (b) following such action neither the Issuer nor the Titling Trust will be treated as an association (or publicly traded partnership) taxable as a corporation.

  • 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.