Straddle Tax Proceeding has the meaning set forth in Section 4.02(b)(ii) of the Tax Matters Agreement.
Tax means all federal, state, provincial, territorial, municipal, local or foreign income, profits, franchise, gross receipts, gross margin, environmental (including taxes under Section 59A of the Code), alternative or add on minimum, customs, duties, net worth, sales, use, goods and services, withholding, value added, ad valorem, employment, social security, escheat, disability, occupation, pension, real property, personal property (tangible and intangible), stamp, transfer, conveyance, severance, production, excise and other taxes (including payments in lieu of taxes), withholdings, duties, levies, imposts, fees and other similar charges and assessments (including any and all interest, fines, penalties and additions attributable to, or otherwise imposed on or with respect to, any such taxes, withholdings, duties, levies, imposts, fees and other similar charges and assessments) imposed by or on behalf of any Tax authority.
Tax Matters Agreement means the tax matters agreement substantially in the form attached hereto as Exhibit F entered into among OSH Inc., OSH LLC, Newlight Blocker, GA Blocker, and Geoffrey Price, as partnership representative of OSH LLC.
Tax Proceeding means any audit, assessment of Taxes, pre-filing agreement, other examination by any Taxing Authority, proceeding, appeal of a proceeding or litigation relating to Taxes, whether administrative or judicial, including proceedings relating to competent authority determinations.
Tax Return means all returns, declarations, reports, estimates, information returns, elections, claims for refund, statements or other documents filed or required to be filed in respect of any Taxes or supplied to any Tax authority or other governmental entity, including all attachments and schedules thereto and amendments thereof.
Taxing Authority means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including, for the avoidance of doubt, the IRS).
Treasury Regulations means the United States Treasury Regulations promulgated under the Code, and any reference to any particular Treasury Regulation section shall be interpreted to include any final or temporary revision of or successor to that section regardless of how numbered or classified.