Vendor Taxes definition

Vendor Taxes means any and all Taxes (or the non-payment or non-withholding thereof) of the Corporations: (a) with respect to any Pre-Closing Tax Period; (b) resulting from or attributable to the Vendor Pre-Closing Transactions; or (c) resulting from or attributable to any transactions or actions described in Section 5.9.
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Vendor Taxes means: (i) franchise and privilege taxes on Vendor’s business; (ii) taxes based on Vendor’s gross receipts, gross income and/or other similar type of taxes (excluding Withholding Taxes); (iii) sales, use, excise, value-added, services, consumption and other taxes and duties payable by Vendor on goods or services used or consumed by Vendor in providing and/or performing the Services where the tax is imposed on Vendor’s acquisition or use of these goods or services and the amount of tax is measured by Vendor’s costs in acquiring these goods or services; and (iv) all contributions, taxes, assessments, charges and premiums payable under foreign, federal, state and local laws measured upon the payroll of Vendor Personnel and all assessments and charges for unemployment compensation, old age pensions or benefits, annuities or other charges imposed by foreign federal, state, or local Law related to Vendor Personnel. Withholding Taxes means foreign, federal, state and local taxes, fees, and/or charges which are imposed on or by reference to gross or net income or gross or net receipts and are required under Law to be withheld by Company from payments made to Vendor under the Agreement (including any related penalties and interest thereon).
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Vendor Taxes means: (1) any and all Taxes payable or receivable of the Company or its Subsidiaries with respect to any Pre-Closing Tax Period, and for these purposes income Taxes in respect of a Straddle Period of a corporation shall be calculated on the basis that: (i) such Straddle Period for the corporation and any partnership in which the corporation has a direct or indirect interest at the Effective Time (a “Pertinent Partnership”) ended immediately before the Effective Time (the “Pre-Closing Time”); and (ii) the income and taxable income of the corporation and any Pertinent Partnership for such Straddle Period was reduced by the maximum amount of deductions and credits, including any discretionary deductions and credits, that would have been available to the corporation or Pertinent Partnership, as the case may be, had the corporation’s or Pertinent Partnership’s taxation year ended at the Pre-Closing Time; for which purpose any deduction or credit that is calculated for an annual or periodic basis shall be prorated on the basis of the number of days in the period starting on the commencement of such Straddle Period and ending at the Pre-Closing Time as compared to 365 days; and (2) any and all Taxes of the Company or its Subsidiaries with respect to periods between the Effective Time and up to and including the Closing Time arising as a result of, or in connection with or relating to, any non-ordinary course events or transactions that occur in that period;
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Examples of Vendor Taxes in a sentence

  • Vendor shall promptly, and in no event later than five (5) days after the finalization of any Sub Period Return in accordance with provision of this Section 5.8, pay to Purchaser any Vendor Taxes attributable to any such Stub Period Return (except to the extent such Taxes were specifically listed and reflected in the calculation of the Net Working Capital).

Related to Vendor Taxes

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

  • Tax or Taxes means any federal, foreign, state, county or local taxes, charges, fees, levies, duties or other assessments, including, but not limited to, all net income, gross income, sales and use, transfer, gains, profits, excise, franchise, real and personal property, gross receipts, capital stock, production, business and occupation, customs, disability, employment, payroll, license, estimated, severance or withholding taxes or charges imposed by any Governmental Authority, and includes any interest and penalties (civil or criminal) on or additions to any such taxes.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • 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.

  • Transfer Taxes means any and all transfer, documentary, sales, use, gross receipts, stamp, registration, value added, recording, escrow and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (including any real property or leasehold interest transfer or gains tax and any similar Tax).

  • Transaction Taxes has the meaning set forth in Section 6.01.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Taxes means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

  • Canadian Taxes has the meaning specified in Section 1005.

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • Base Taxes means Taxes for the calendar year specified as the Base Year in the Basic Lease Information.

  • Sales Taxes means any sales, use, consumption, goods and services, value added or similar tax, duty or charge imposed pursuant to Applicable Law.

  • 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 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.

  • Further Taxes means any and all present or future taxes, levies, assessments, imposts, duties, deductions, fees, withholdings or similar charges (including, without limitation, net income taxes and franchise taxes), and all liabilities with respect thereto, imposed by any jurisdiction on account of amounts payable or paid pursuant to Section 3.01.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • Tax Liabilities means all liabilities for Taxes.

  • Tax Refunds means refunds of any Cash paid by the Participating CCAA Parties on account of Taxes, refunded to such Participating CCAA Parties from time to time by the applicable Taxing Authorities;

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • 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).