Preliminary Tax Advisor definition

Preliminary Tax Advisor has the meaning set forth in Section 13.03 of this Agreement.
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Preliminary Tax Advisor shall have the meaning set forth in Article 8.01.
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Preliminary Tax Advisor has the meaning set forth in Section 5.6(c) of this Agreement.
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Examples of Preliminary Tax Advisor in a sentence

  • All fees and expenses of the Preliminary Tax Advisor shall be borne by the Party that engaged such advisor and all of the fees and expenses of the Tax Advisor shall be shared equally by each of the Parties to the Dispute.

  • In the event that the Companies are unable to agree upon a Tax Advisor within 15 Business Days following the completion of the escalation process, the Companies shall each separately retain an independent, nationally recognized law or accounting firm (each, a "Preliminary Tax Advisor"), which Preliminary Tax Advisors shall jointly select a Tax Advisor on behalf of the Companies to act as an arbitrator in order to resolve the Dispute.


More Definitions of Preliminary Tax Advisor

Preliminary Tax Advisor shall have the meaning set forth in Section 12.01. “Privilege” shall have the meaning set forth in the Separation Agreement. “Pro Rata Portion” shall have the meaning set forth in the Merger Agreement. “Refund” means any refund (or credit in lieu thereof) of Taxes (including any overpayment of Taxes that can be refunded or, alternatively, applied to other Taxes payable), including any interest paid on or with respect to such refund of Taxes; provided that the amount of the refund of Taxes shall be net of any Taxes imposed by any Tax Authority on the receipt of the refund. “Relief” means any loss, relief, allowance or credit in respect of any Tax, any repayment of Tax, and any deduction in computing income, profits or gains for the purposes of any Tax, including carried-forward losses. “Remainco” shall have the meaning set forth in the Preamble. “Remainco Adjustment” means any proposed adjustment by a Tax Authority or claim for refund asserted in a Tax Contest to the extent a member of the Remainco Group would be solely responsible for any resulting Tax or solely entitled to receive any resulting refund under this Agreement. “Remainco Consolidated Return” means any U.S. federal consolidated Income Tax Return required to be filed by any member of the Remainco Group as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code), and any consolidated, combined, unitary or similar Income Tax Return required to be filed by any member of the Remainco Group under a similar or analogous provision of state, local or non-U.S. Law. A Remainco Consolidated Return shall not include any Merger Partner Consolidated Return, including any U.S. federal consolidated Income Tax Return required to be filed by any member of the Spinco Group as the “common parent” of an “affiliated group” (in each case, within the meaning of Section 1504 of the Code), and any consolidated, combined, unitary or similar Income Tax Return required to be filed by any member of the Spinco Group under a similar or analogous provision of state, local or non-U.S. Law. Exhibit B sets forth a list of Remainco Consolidated Returns based on Tax filings to date (including for each such Tax Return, the name of the common parent, a list of the group members, the jurisdiction with respect to which each such Tax Return is filed and the type of Tax paid with each such Tax Return).
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Preliminary Tax Advisor shall have the meaning set forth in Article 8.01. “Prime Rate” shall have the meaning set forth in the Distribution Agreement.
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Related to Preliminary Tax Advisor

  • Tax Advisor means a United States tax counsel or accountant of recognized national standing.

  • preliminary inquiry or "intake" means a mandatory, preadjudicatory interview of the juvenile and, if available, the parents, legal guardian, or other custodian of the juvenile, which is performed by a duly authorized individual to determine whether a juvenile comes within the purview of the Oklahoma Juvenile Code, whether nonadjudicatory alternatives are available and appropriate, and if the filing of a petition is necessary;

  • Preliminary assessment means the first phase in the process of identifying areas of concern and determining whether contaminants are or were present at a site or have migrated or are migrating from a site, and shall include the initial search for and evaluation of, existing site specific operational and environmental information, both current and historic, to determine if further investigation concerning the documented, alleged, suspected or latent discharge of any contaminant is required. The evaluation of historic information shall be conducted from 1932 to the present, except that the department may require the search for and evaluation of additional information relating to ownership and use of the site prior to 1932 if such information is available through diligent inquiry of the public records.

  • Preliminary Work means all work done in the concept and preparatory stages (including non-exhaustively design, artwork, colour matching).

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).

  • Preliminary Title Report A report issued by a title insurance company in anticipation of issuing a Title Insurance policy which evidences existing liens and gives a preliminary opinion as to the absence of any encumbrance on title to a Mortgaged Property, except liens to be removed on or before purchase or refinance, as the case may be, by the Borrower and Permitted Encumbrances.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Preliminary Order means the order proposed by the Settling Parties and approved by the Court in connection with the Motion for Entry of the Preliminary Order to be filed by Class Representatives through Class Counsel, as described in Paragraph 3.2 and in substantially the form attached hereto as Exhibit 2.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Employer and shall be reasonably acceptable to the Executive, and whose fees and disbursements shall be paid by the Employer.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Preliminary Offering Memorandum means the Preliminary Offering Memorandum, dated June 19, 2013, relating to the Offered Securities to be offered by the Purchasers.

  • Preliminary Offering Circular means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms “Offering Circular” and “Preliminary Offering Circular” include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference).

  • Preliminary Purchase Event means any of the following events:

  • Initial determination means the first child custody determination concerning a particular child.

  • Preliminary Final Prospectus means any preliminary prospectus supplement to the Basic Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus, together with the Basic Prospectus.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Independent Firm means a recognized law or accounting firm; provided, however, that such term shall not include any accounting firm that performs or has preformed audit services with respect to Distributing or Controlled.

  • Independent Accounting Firm has the meaning set forth in Section 2.05(c).

  • Preliminary Plans means a site plan, architectural floor plans, elevations, outline specifications and a cost estimate for each utility, site development, conversion, and remodeling project. The drawings shall be sufficiently descriptive to accurately convey the location, scope, cost and the nature of the improvement being proposed.

  • Accounting Firm has the meaning set forth in Section 2.3(c).

  • Preliminary Approval means the Court’s Order Granting Preliminary Approval of the Settlement.

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Participating Certified Clinical Nurse Specialist means a Certified Clinical Nurse Specialist who has a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Non-Participating Certified Clinical Nurse Specialist means a Certified Clinical Nurse Specialist who does not have a written agreement with the Claim Administrator or another Blue Cross and/or Blue Shield Plan to provide services to you at the time services are rendered.

  • Preliminary plat means a map showing the salient features of a proposed subdivision submitted to an approving authority for purposes of preliminary consideration.