Transaction Transfer Taxes definition

Transaction Transfer Taxes means any sales, use, value-added, goods and services, stock transfer, registration, real estate transfer, stamp, documentary, notarial, filing, recordation and similar Taxes imposed on any transfer of assets (including equity interests) or liabilities occurring pursuant to the Separation Transactions.
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Transaction Transfer Taxes has the meaning ascribed thereto in Section 8.03(d).
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Transaction Transfer Taxes has the meaning set forth in Section 5.07(b).
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Examples of Transaction Transfer Taxes in a sentence

  • The Transferor and the Recipient shall cooperate to minimize any Transaction Transfer Taxes and in obtaining any credit, Refund or rebate of Transaction Transfer Taxes, or to apply an exemption or zero-rating for goods or services giving rise to any Transaction Transfer Taxes, including by filing any exemption or other similar forms or providing valid tax identification numbers or other relevant registration numbers, certificates or other documents.

  • The Recipient and the Transferor shall cooperate regarding any requests for information, audits or similar requests by any Tax Authority concerning Transaction Transfer Taxes payable with respect to the transfers occurring pursuant to the Separation Transactions.

  • Where relevant under applicable Law, The Transferor shall issue proper invoices usable by the Recipient to recover (by way of credit, Refund, rebate or input VAT) any Transaction Transfer Taxes in jurisdictions where they are recoverable.

  • For the absence of doubt, any Refund of Transaction Transfer Taxes shall be for the account of the Group that has liability under this paragraph (a) for the Transaction Transfer Tax, and Transaction Transfer Taxes shall not be taken into account in the calculation of Final Net Working Capital.

  • Viking, SpinCo and Parent shall cooperate regarding any requests for information, audits or similar requests by any Tax Authority concerning Transaction Transfer Taxes payable with respect to the transfers occurring pursuant to the Transactions.

  • Parent and SpinCo shall cooperate regarding any requests for information, audits, or similar requests by any Tax Authority concerning Transaction Transfer Taxes payable with respect to the transfers occurring pursuant to the Transactions.

  • The Parties shall cooperate in good faith to take such commercially reasonable actions as will minimize or reduce the amount of such Transaction Transfer Taxes.

  • The parties shall cooperate in good faith to take such commercially reasonable actions as will minimize or reduce the amount of such Transaction Transfer Taxes.

  • Indemnitees Section 9.3 Financing Section 5.1(f) Indemnifying Party Section 9.5(a) Notice of Claim Section 9.5(a) Outside Date Section 8.1(d) Parties Introductory Paragraph Party Introductory Paragraph Potential Contributor Section 9.4(d) Purchase Section 1.1 Purchase Price Allocation Section 7.7 Purchaser Introductory Paragraph Purchaser Indemnitee Section 9.2 Securities Act Section 4.7(a) Third Party Claim Section 9.5(b) Transaction Transfer Taxes Section 7.4 U.

  • The Filing Party shall promptly pay all Transfer Taxes due with respect to TaxReturns to be filed by such party under this Section 5.4(f); and the parties shall cooperate to insure all Transaction Transfer Taxes, Reimbursable Value Added Taxes (including any Seller VAT Payment) and any refunds and Recoupments of such amounts shall be borne by and given over to the appropriate party in accordance with Section 5.4(f)(ii).


More Definitions of Transaction Transfer Taxes

Transaction Transfer Taxes means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp, VAT (except to the extent any VAT is reasonably expected to be credited, refunded or otherwise recoverable by the Person liable for such VAT under applicable Tax Law), goods and services (other than VAT), or similar Taxes imposed with respect to (x) the Reorganization (as defined in the Separation and Distribution Agreement) transactions prior to the Distribution by Parent, (y) the Distribution by Parent and (z) the Merger.
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Related to Transaction Transfer Taxes

  • Transfer Taxes has the meaning set forth in Section 6.05.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Formation Transactions means the transactions contemplated by this Agreement and the other Formation Transaction Documentation.

  • Transfer Tax means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

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

  • Separation Transactions means the Contribution, the Distribution and the other transactions contemplated by this Agreement and the Separation Step Plan.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Proposed Acquisition Transaction means, with respect to a SpinCo, a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other Treasury Regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by the management or shareholders of such SpinCo, is a hostile acquisition, or otherwise, as a result of which such SpinCo would merge or consolidate with any other Person or as a result of which any Person or Persons would (directly or indirectly) acquire, or have the right to acquire, from such SpinCo and/or one or more holders of outstanding shares of Capital Stock of such SpinCo, a number of shares of Capital Stock of such SpinCo that would, when combined with any other changes in ownership of Capital Stock of such SpinCo pertinent for purposes of Section 355(e) of the Code, comprise 45% or more of (a) the value of all outstanding shares of stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (b) the total combined voting power of all outstanding shares of voting stock of such SpinCo as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by such SpinCo of a shareholder rights plan or (ii) issuances by such SpinCo that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person’s performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, the statute or Treasury Regulations promulgated under Section 355(e) of the Code shall be incorporated into this definition and its interpretation.

  • Distribution Transaction means any distribution of equity securities of a Subsidiary of the Company to holders of Common Stock, whether by means of a spin-off, split-off, redemption, reclassification, exchange, stock dividend, share distribution, rights offering or similar transaction.

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Termination Transaction has the meaning set forth in Section 11.2.B hereof.

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

  • Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • 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.

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • 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.

  • M&A Transaction means (a) a transaction in which all or substantially all of the assets to which the subject matter of this Agreement relates are acquired by or assigned to party that is not an Affiliate, or (b) a sale of all or substantially all of the share capital of BioLine (or its Affiliates), (c) the merger of BioLine (or its Affiliates) with any other entity, or any other similar corporate action, except an internal reorganization of BioLine (or its Affiliates) for tax-related reasons otherwise.

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Excluded Transactions means:

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • 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.