Excluded Taxes

Excluded Taxes. Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (A) 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 applicable lending office located in, the jurisdiction imposing such Tax (or any political... subdivision thereof) or (B) that are Other Connection Taxes, (ii) 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 Term Loan or Term Loan Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Term Loan or Term Commitment or (B) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2 or Section 4 of this Exhibit 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, (iii) Taxes attributable to such Recipient's failure to comply with Section 7 of this Exhibit C and (iv) any withholding Taxes imposed under FATCA. View More

Excluded Taxes. Means, with respect to Citibank or any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by any Governmental Authority, (b) any branch profits taxes or any similar tax imposed by any Governmental Authority, (c) in the case of a foreign assignee or any foreign branch or Affiliate of Citibank caused by Citibank to issue a Credit, any withholding tax that is imposed by... the United States of America on amounts payable to such foreign assignee that are in effect at the time such foreign assignee becomes a party to this Agreement (or designates a new lending office), except to the extent that such foreign assignee (if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Applicant with respect to such withholding tax pursuant to Section 6(a) and (d) in the case of Citibank, any withholding tax that is imposed by the United States of America on amounts payable to Citibank that are attributable to Citibank's failure to comply with Section 6(e). View More

Excluded Taxes. With respect to the Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of Petsmart or any Subsidiary Credit Party hereunder, (a) income or franchise Taxes imposed on (or measured by) its gross or net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located, and (b) any branch profits Taxes imposed by the United States of America or any similar Tax... imposed by any other jurisdiction in which Petsmart or such Subsidiary Credit Party is located. View More

Excluded Taxes. Means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Account Party hereunder, (a) Taxes imposed on (or measured by) its net income, net profits or overall gross receipts (including, without limitation, branch profits or similar taxes) by the United States of America, or by any jurisdiction under the laws of which such recipient is organized or resident, in which such... recipient has an office or with which such recipient has any other connection (other than a connection that is deemed to arise solely by reason of both (I) the transactions contemplated by this Agreement and (II) an Account Party being organized in, maintaining an office in, conducting business in, or having a connection with, such jurisdiction), (b) any Taxes not described in clause (a) above (other than Other Taxes) that are imposed as a result of a connection the Administrative Agent or any Lender, as the case may be, has with the relevant jurisdiction (other than a connection that is deemed to arise solely by reason of both (I) the transactions contemplated by this Agreement and (II) an Account Party being organized or resident in, maintaining an office in, conducting business in, or having a connection with, such jurisdiction) and (c) any Tax imposed pursuant to a law in effect at the time such Lender first becomes a party to this Agreement except to the extent that such Lender's assignor, if any, was entitled at the time of the assignment to receive additional amounts from the Account Parties with respect to such Tax under Sections 2.19(a) or 2.19(c) and (d) any Tax that is attributable to such Lender's failure or inability (other than as a result of a Change in Law formally announced after such Lender becomes a party to this Agreement) to comply with Section 2.19(e). View More

Excluded Taxes. Means any taxes imposed on or measured by the overall net income (including a franchise or excise tax based on net income) of the Holder or the Collateral Agent by the jurisdiction in which it is incorporated, maintains its principal executive office, conducts its activities, or in which its office for payment hereunder is located.

Excluded Taxes. Means any Taxes imposed on, arising in connection with or otherwise attributable to (i) Teva for any taxable period, (ii) the Purchased Assets for any Pre-Closing Tax Period, and (iii) any transfer taxes for which Teva is responsible pursuant to Section 5(e).

Excluded Taxes. (a) any Taxes imposed on or payable with respect to any of the Acquired Companies or the Business for any Pre-Closing Tax Period (other than Taxes resulting from any act or transaction taken by Affinia or its Affiliates after the Closing), (b) any Taxes of Dana or any of its Affiliates (other than the Acquired Companies) for which the Acquired Companies may be liable under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign Tax law) and (c) any... Taxes of Dana or any of its Affiliates (other than the Acquired Companies) as a result of the sale and purchase of the Purchased Shares and the Purchased Assets; provided that, in each case, (i) Excluded Taxes shall not include any Transfer Taxes or VAT governed by Section 8 above, and (ii) with respect to any Acquired Company that was not wholly owned (directly or indirectly) by Dana on the Closing Date, Excluded Taxes that are imposed on or payable by an Acquired Company (or for which an Acquired Company may be liable) shall be multiplied by the percentage of the outstanding capital stock or equity interests in such Acquired Company held (directly or indirectly) by Dana on the Closing Date. For purposes of this Agreement, in the case of any Straddle Period, (x) Property Taxes of the Acquired Companies or the Business allocable to the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire period multiplied by a fraction, the numerator of which is the number of calendar days during such period that are in the Pre-Closing Period and the denominator of which is the number of calendar days in the entire period, and (y) Taxes (other than Property Taxes) of the Affinia Entities allocable to the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Closing, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each period. View More

Excluded Taxes. Means: Taxes on, based on, measured by or with respect to IDE's net or gross income, capital, receipts, franchises, excess profits or conduct of business; and Taxes imposed in a jurisdiction as a consequence of IDE carrying on a trade or business or having a permanent establishment in that jurisdiction or otherwise being organized under the laws of or being a resident in that jurisdiction;

Excluded Taxes. Means, with respect to any Investor, or any other recipient of payment to be made by or on account of any obligations of the Company under this Agreement, income or franchise taxes imposed on (or measured by) its net income by the United States of America or such other jurisdiction under the laws of which such recipient is organized or its principal offices are located.

Excluded Taxes. Means, with respect to Citibank or any other recipient of any payment to be made by or on account of any obligation of the Applicant hereunder, (a) income or franchise Taxes imposed on (or measured by) its net income, net profits or overall gross receipts (including, without limitation, branch profits or similar taxes) by the United States of America, or by any jurisdiction under the laws of which such recipient is organized or resident, in which such recipient's principal office is located or... with which such recipient has any other connection (other than a connection that arises solely by reason of the Applicant having executed, delivered or performed its obligations or Citibank having received a payment under this Agreement), (b) any Tax imposed pursuant to a law in effect at the time such recipient first becomes a party to this Agreement or designates a new lending office (or at the time such recipient acquires an additional interest, but only with respect to Taxes attributable to such additional interest) except to the extent that such recipient (or such recipient's assignor, if any) was entitled at the time of the designation of a new lending office (or assignment) to receive additional amounts from the Applicant with respect to such Tax under Section 6(a) or 6(c), (c) any Tax that is attributable to Citibank's failure to comply with Section 6(d), and (d) any Tax imposed pursuant to FATCA. View More