Xxxxxxx Taxes definition

Xxxxxxx Taxes means, without duplication, (a) any Xxxxxxx Consolidated Taxes, (b) any (i) gain recognized under Treasury Regulations Section 1.1502-19(b) in connection with an excess loss account with respect to the stock of Newco or any member of the Newco Group at the time of the Distribution, (ii) net deferred gains taken into account under Treasury Regulations Section 1.1502-13(d) associated with deferred intercompany transactions between a Newco Group member and a Xxxxxxx Group member, and (iii) gains described in clause (i) or (ii) that are imposed under similar state, local or non-U.S. Law, (c) any Taxes imposed on Newco or any member of the Newco Group under Treasury Regulations Section 1.1502-6 (or any similar provision of other Law) as a result of Newco or any such member being or having been included as part of a Xxxxxxx Consolidated Return (or similar consolidated or combined Tax Return under any other provision of Law), (d) any Taxes not described in clause (a), (b) or (c) (including any Taxes resulting from an Adjustment) of Xxxxxxx or any Subsidiary or former Subsidiary of Xxxxxxx for any Pre-Closing Period and, with respect to a Straddle Period, the portion of such period ending at the end of the day on the Closing Date (determined in accordance with Section 2.05), (e) any Taxes attributable to a Xxxxxxx Disqualifying Action, (f) any Transaction Taxes, and (g) any Transfer Taxes, in each case other than Newco Taxes.

Xxxxxxx Taxes means, without duplication, (a) any Taxes for any Post-Distribution Tax Period of (i) Houston or any Subsidiary or former Subsidiary of Houston or other member of the Houston Group attributable to assets or activities of the Xxxxxxx Business, as determined pursuant to Section 2.03 or (ii) Xxxxxxx or a member of the Xxxxxxx Group, (b) any Taxes attributable to an Xxxxxxx Tainting Act, (c) any Taxes attributable to an Extraordinary Transaction effected after the Distribution on the Distribution Date by Xxxxxxx or a member of the Xxxxxxx Group, and (d) any Taxes taken into account in computing amounts payable pursuant to Section 2.11 (Working Capital Adjustment) of the Separation and Distribution Agreement, including, in the case of each of clauses (a) through (c), any Taxes resulting from an Adjustment. For the avoidance of doubt, Xxxxxxx Taxes shall not include any Xxxxxxx Excluded Taxes.

Xxxxxxx Taxes means all taxes, however denominated, including any interest, penalties or other additions to tax that may become payable in respect thereof, imposed by any federal, territorial, state, local or foreign Governmental Authority, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including, but not limited to, federal income taxes and state income taxes), real property gains taxes, payroll and employee withholding taxes, unemployment insurance taxes, social security taxes, severance taxes, abandoned and unclaimed property taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, and other obligations of the same or of a similar nature to any of the foregoing, which any of Xxxxxxx Companies is required to pay, withhold or collect.

Examples of Xxxxxxx Taxes in a sentence

Xxxxxxx shall be liable for, and shall indemnify and hold harmless the Houston Group from and against any liability for Xxxxxxx Taxes.
Houston shall be responsible for any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any Single Business Tax Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods which Taxes are not Xxxxxxx Taxes.
With respect to any Mixed Business Tax Return, Houston shall be responsible for any and all Pre-Distribution Period Taxes due with respect to or required to be reported on any such Tax Return (including any increase in such Tax as a result of a Final Determination) which Taxes are not Xxxxxxx Taxes.
Xxxxxxx shall pay, and shall indemnify and hold Newco harmless from and against, without duplication, (a) all Xxxxxxx Taxes, (b) all Taxes incurred by Newco or any Newco Entity by reason of the breach by Xxxxxxx of any of its representations, warranties or covenants hereunder, and (c) any costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses).
There are no Liens on any of the assets of the Xxxxxxx Companies with respect to Xxxxxxx Taxes, other than Liens for Xxxxxxx Taxes not yet due and payable.
Each of the Xxxxxxx Companies has timely withheld and paid over all Xxxxxxx Taxes required to have been withheld and paid over by it, and complied with all information reporting and backup withholding requirements, including maintenance of required records with respect thereto, in connection with amounts paid or owing to any employee, creditor, independent contractor or other third party.
All Xxxxxxx Taxes shown to be due and payable on the Xxxxxxx Tax Returns or on subsequent assessments with respect thereto have been paid in full or adequate reserves have been established in the Xxxxxxx Financials for the payment of such Xxxxxxx Taxes, except where any such failure to pay or establish adequate reserves, in the aggregate, has not had a Xxxxxxx Material Adverse Effect.

More Definitions of Xxxxxxx Taxes

Xxxxxxx Taxes means Taxes that any of the Xxxxxxx Companies was or is required to pay, withhold or collect.

Related to Xxxxxxx Taxes

Local taxes means all taxes levied other than taxes levied for school operating purposes.
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.
Sales Taxes means any sales, use, consumption, goods and services, value added or similar tax, duty or charge imposed pursuant to Applicable Law.
Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).
Value Added Taxes means such sum as shall be levied upon amounts payable to the Consultant under this Contract by any Governmental Authority that is computed as a percentage of the amounts payable to the Consultant (including all other Taxes but excluding Value Added Taxes), and includes the HST, and any similar tax, the payment or collection of which, by the legislation imposing such tax, is an obligation of the Consultant.
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.
Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
Seller Taxes has the meaning set forth in Section 11.1(f).
Transaction Taxes has the meaning set forth in Section 2.6.
Base Taxes means the Taxes payable for the Base Tax Year.
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.
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.
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).
Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.
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.
Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.
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.
Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).
Excluded Taxes means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 3.01(a)(ii), (a)(iii) or (c), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA.
Applicable Taxes means the Goods and Services Tax (GST), the Harmonized Sales Tax (HST), and any provincial tax, by law, payable by Canada such as, the Quebec Sales Tax (QST) as of April 1, 2013.
Related Taxes means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:
Canadian Taxes has the meaning specified in Section 1005.
Non-Excluded Taxes as defined in Section 2.20(a).
Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.
Special Taxes means any and all present or future taxes, levies, imposts, deductions, charges or withholdings, or any liabilities with respect thereto, including those arising after the date hereof as result of the adoption of or any change in law, treaty, rule, regulation, guideline or determination of a Governmental Authority or any change in the interpretation or application thereof by a Governmental Authority but excluding, in the case of Lender, such taxes (including income taxes, franchise taxes and branch profit taxes) as are imposed on or measured by Lender’s net income by the United States of America or any Governmental Authority of the jurisdiction under the laws under which Lender is organized or maintains a lending office.