Buyer Tax Act shall have the meaning set forth in Section 6.1(a).
Buyer Tax Act means any action taken after the Closing Date by the Buyer, any of its affiliates (including the Company), or any transferee of the Buyer or any of its affiliates (other than any such action expressly required by applicable law or by this Agreement) which causes a liability for Taxes. The Sellers' rights to indemnification set forth in this Section 5.13(c) shall be in addition to the indemnification rights set forth in Article 8 and shall not be subject to limitations set forth in such Article 8.
Buyer Tax Act means (a) any election under any provision of applicable Law effective for the Pre-Closing Tax Period that is made after the Closing by Buyer, any of its Affiliates, or any transferee or successor of Buyer or any of its Affiliates and (b) any other action taken, or failure to act, after the Closing and outside of the ordinary course of business, by Buyer, any of its Affiliates, or any transferee or successor of Buyer or any of its Affiliates, in each case, that increases the amount of liability for Taxes with respect to the Product Business or the Purchased Assets for any Pre-Closing Tax Period.
Examples of Buyer Tax Act in a sentence
In addition, the Sellers shall not be obligated to pay the Buyer for any such Taxes to the extent they are attributable to a Buyer Tax Act.
Any Tax liability attributable to a Buyer Tax Act will be attributable to the Post-Closing Straddle Period.
Notwithstanding the foregoing, the Seller will not indemnify, exonerate and hold free and harmless a Buyer Indemnified Person from and against any Losses attributable to any Buyer Tax Act.
Buyer will not and will ensure that none of its Affiliates (including, after the Closing, the Company), acting separately or in concert, cause or engage in any Buyer Tax Act.
Notwithstanding the foregoing, any item or amount of Tax attributable to a Buyer Tax Act will be allocated solely to that portion of the Straddle Period ending after the Closing Date.
More Definitions of Buyer Tax Act
Buyer Tax Act means (a) any election made after the Closing by Buyer or any of its Affiliates with respect to the Purchased Subsidiary that is retroactive to a Pre-Closing Tax Period (other than any such election that is recurring in nature and was made by Seller or its Affiliates on Tax Returns with respect to the Purchased Subsidiary prior to the Closing or any election made on a Tax Return that is prepared by Seller and filed by the Purchased Subsidiary in accordance with the procedures set forth in Section 5.13.2(a)), (b) any amendment made after the Closing by Buyer or any of its Affiliates of a Tax Return of the Purchased Subsidiary for a Pre-Closing Tax Period (other than any such amendment made with the consent of Seller) and (c) any retroactive amendment made after the Closing by Buyer or any of its Affiliates to any Contract to which the Purchased Subsidiary is party which amendment affects the terms of such Contract with respect to a period ending before the Closing Date and which could reasonably be expected to affect the prior treatment, characterization or amount of any Tax item for a Pre-Closing Tax Period (other than any such amendment made with the consent of Seller).
Buyer Tax Act shall have the meaning set forth in Section 9.4(f).
Buyer Tax Act means (a) any action taken by Buyer or any of its Affiliates (including the Company) during the portion of the Closing Date after the Closing, other than an action taken in the Ordinary Course of Business, that results in any gain or income to the Company, or (b) any action, inaction or delay (other than an action, inaction or delay that is in the Ordinary Course of Business) by Buyer or any of its Affiliates (including the Company) during the portion of a Straddle Period beginning after the Closing that results in any item of gain or income to the Company that is allocated to a Pre-Closing Tax Period by reason of Section 11.2.
Buyer Tax Act means an action of the Buyers, the Transferred Subsidiaries or the Indirect Subsidiaries (or any of their Affiliates) occurring on the Closing Date but after the Closing that is not in the Ordinary Course and is not otherwise expressly provided for by this Agreement.
Buyer Tax Act means any action taken after the Closing by the Buyer or any of its Affiliates (including Holdco or Enginetics) with respect to Holdco or Enginetics outside the ordinary course of business of Holdco or Enginetics.
Buyer Tax Act means any action not in the ordinary course of business and not specifically contemplated by and agreed to under this Agreement which is taken or made effective by Buyer or any of its Affiliates (including the Target Companies) after the Closing which directly or indirectly increases Taxes of any Target Company, Seller or Shareholders for any Pre-Closing Tax Period.
Buyer Tax Act means the following: (A) at or after the Closing, any election made by Buyer or any of its Affiliates (including any Transferred Company) under any provision of the Code or non-U.S. Tax Law for any Pre-Closing Tax Period, which election is made at or after the Closing with respect to any Transferred Company, the Transferred Assets or the Business, but not (i) any such election that is set forth on a Tax Return required to be filed by Buyer under Section 7.08(a)(i) or Section 7.08(a)(ii) and which election is consistent with past practice, (ii) any such election that is expressly required by this Agreement, or (iii) any such election that is made with Seller’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), (B) any failure to comply with Item 2, 3 or 4 of Schedule 1.01(a) to the Disclosure Letter or any failure of the statement in Item 1 of Schedule 1.01(a) to the Disclosure Letter to be true, correct, and complete, and (C) any action taken by Buyer on the Closing Date after such Closing other than (i) in the ordinary course of business, (ii) as required or contemplated by this Agreement or applicable Law, or (iii) with Seller’s consent (which consent shall not be unreasonably withheld, conditioned or delayed). For the absence of doubt, none of the Section 338(g) Elections or any action undertaken by Seller and its Affiliates, prior to the Closing, pursuant to the Internal Restructuring Steps shall constitute a Buyer Tax Act.”