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SEC Filings

S-4/A
KEY ENERGY SERVICES INC filed this Form S-4/A on 03/08/1996
Entire Document
 
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         Tax (and "Taxable",  which shall mean subject to Tax), shall mean, with
respect to the Company,  (a) all taxes (domestic or foreign),  including without
limitation any income (net, gross or other including  recapture of any tax items
such as  investment  tax  credits),  alternative  or add-on  minimum tax,  gross
income,  gross receipts,  gains,  sales, use, leasing,  lease, user, ad valorem,
transfer, recording, franchise, profits, property (real or personal, tangible or
intangible),  fuel, license, withholding on amounts paid to or by the Company or
any of its Subsidiaries,  payroll,  employment,  unemployment,  social security,
excise, severance, stamp, occupation,  premium, environmental or windfall profit
tax,  custom,  duty or other tax,  governmental  fee or other like assessment or
charge of any kind whatsoever,  together with any interest, levies, assessments,
charges,  penalties,  addition to tax or additional amount imposed by any Taxing
Authority,  (b) any joint or  several  liability  of the  Company  or any of its
Subsidiaries  with any other  Person for the  payment of any amounts of the type
described in (a) and (c) any liability of the Company or any of its Subsidiaries
for the payment of any amounts of the type  described  in (a) as a result of any
express or implied obligation to indemnify any other Person.

         Tax  Claim  shall  mean any Claim  which  relates  to Taxes,  including
without limitation the representations and warranties set forth in Sections 3.11
and 4.11.

         Tax Return or Returns shall mean all returns, consolidated or otherwise
(including without limitation  information  returns),  required to be filed with
any Authority with respect to Taxes.

         Taxing   Authority  shall  mean  any  Authority   responsible  for  the
imposition of any Tax.

         Termination Date shall have the meaning given to it in Section 8.1.

         Transactions shall have the meaning given to it in the Second Recital.

         Transmittal  Documents  shall have the  meaning  given to it in Section
2.2(b).






                                      AI-69