Pass-Through Tax Return definition

Pass-Through Tax Return means any income Tax Return filed by or with respect to any of the Acquired Company Entities to the extent that (i) such Acquired Company Entity is treated as a partnership, disregarded entity or other flow-through vehicle for purposes of such Tax Return and (ii) the results of operations reflected on such Tax Return are also reflected on the income Tax Returns of Sellers (or their direct or indirect beneficial owners).

Pass-Through Tax Return means any income Tax Return filed by or with respect to the Company or any of its Subsidiaries to the extent that (i) the Company or any of its Subsidiaries is treated as a pass-through or disregarded entity for purposes of such Tax Return and (ii) the results of operations reflected on such Tax Returns are also reflected on the Tax Returns of the Seller, the Parent or any direct or indirect owners of Seller or Parent.

Pass-Through Tax Return means any Tax Return for income Taxes filed by or with respect to the Operating Partnerships for any tax periods that end on or before (or include) the Closing Date to the extent that the items reflected on such Tax Return are required to be reported on the income Tax Returns of the partners of the Operating Partnerships (including, for the avoidance of doubt, IRS Form 1065 and Schedule K-1).

Examples of Pass-Through Tax Return in a sentence

• From and after the Closing, Parent shall control the defense of any audit, inquiry, examination, assessment, adjustment, proceeding or similar event with respect to any Pass-Through Tax Return (a “Tax Proceeding”); provided that, in controlling the defense of any such Tax Proceeding, Parent and the Operating Partnerships shall act in good faith.

• Except as contemplated by Section 6.19(b), Section 6.19(d), and Section 6.19(e), from and after the Closing, neither Parent nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Pass-Through Tax Return unless required by applicable Tax Law to take such action.

• Such written determination shall be binding on Sellers, Purchaser and the Acquired Company Entities, and Purchaser shall, or shall cause the Acquired Company Entities to, file such income Pass-Through Tax Return in a manner consistent with such determination and shall not amend or cause such income Pass-Through Tax Return to be amended without the consent of Sellers’ Representative (which shall not be unreasonably withheld, conditioned or delayed), except as otherwise required by applicable Law.

• Each Party shall promptly notify the other Party in writing upon receipt of a written notice of any Tax audit, assessment or other Proceeding with respect to (i) any Company Tax or Tax Return with respect to Company Taxes related to any taxable period ending on or including the Effective Time, (ii) the Tap Rock Combined Returns, or (iii) a Pass-Through Tax Return for any taxable period that does not begin after the Closing Date (a “Tax Proceeding”).

• Within fifteen (15) days following receipt of any such income Pass-Through Tax Return and Tax Distribution Adjustment, Purchaser shall provide any written disagreements to such Pass-Through Tax Return and Tax Distribution Adjustment (the “Tax Return Objection”), which Sellers’ Representative shall consider in good faith.

More Definitions of Pass-Through Tax Return

Pass-Through Tax Return means any Tax Return for income Taxes with respect to the Company if Seller (or any direct or indirect owner of Seller) would be liable as a matter of law for such income Taxes, and shall include, for the avoidance of doubt, Internal Revenue Service Form 1065 and any similar or analogous state or local form of the Company.

Pass-Through Tax Return means a Tax Return that reports taxable income with respect to the Group Companies but with respect to which the direct or indirect beneficial owner or owners of the Group Companies are required to pay the related Tax.

Pass-Through Tax Return means any partnership income Tax Return filed by the Company with respect to a Tax period ending on or prior to the Closing Date to the extent that all Taxes reflected on such Tax Return are solely a liability of the Sellers.

Pass-Through Tax Return means any Income Tax Return (such as IRS Form 1065 and associated IRS Schedule K-1s and corresponding state and local Tax ‎Returns) of the Company and its Subsidiaries with respect to which (i) such Company or Subsidiary is ‎treated as a partnership for ‎U.S. federal (and applicable state and local) Income Tax purposes (a “Relevant Target Company”), and (ii) the income, ‎gain, losses, deductions, and ‎other Tax ‎items reflected on such Income Tax ‎Returns are ‎allocated ‎to, and reflected on the ‎Tax Returns ‎of, ‎the beneficial owners of the Company. By way of ‎example ‎and without ‎‎limitation, Tax Returns primarily ‎concerning property ‎Taxes, sales ‎and use Taxes, ‎payroll ‎‎Taxes, and withholding Taxes are not Pass-Through Tax Returns.‎

Pass-Through Tax Return means any Tax Return for Income Taxes with respect to the operations of (or including) the business of New Holdco and its Subsidiaries and/or Buddy’s and its Subsidiaries.

Pass-Through Tax Return means any Tax Return of any Target Group Member in respect of which items of income, gain, loss deduction or credit are passed through, directly or indirectly, to the Holders or their direct or indirect owners under applicable Law.

Pass-Through Tax Return means any U.S. federal, state or local income Tax Return filed by, or with respect to, the Acquired Companies to the extent that each Acquired Company is treated as an “S corporation” within the meaning of Sections 1361 and 1362 of the Code for the purposes of such income Tax Return.