Prohibited Tax Action definition
Prohibited Tax Action means: (i) make (except consistent with past practice), change or revoke any material Tax election (including with respect to methods of accounting); (ii) amend or file any Tax Return in a manner materially inconsistent with past practice; (iii) settle or compromise any claim in respect of material amount of Taxes; or (iv) enter into any material Tax sharing or similar agreement with any of its affiliates.
Prohibited Tax Action has the meaning set forth in Section 9(j) below. “Protected Material” has the meaning set forth in Section 11(w)(ii) below. “Purchase Price” has the meaning set forth in Section 2(b) below.
Prohibited Tax Action means (i) Seller’s failure to take (or cause to be taken) the actions described in Section 6.18(a), (ii) Seller’s failure to take (or cause to be taken) the actions described in Section 6.20(a), (b), and (d), (iii) an election by Seller or any of its Affiliates (including, on or prior to the Closing, the Company or any of its Subsidiaries) pursuant to Treasury Regulations section 301.7701-3 to change the U.S. federal income tax entity classification of any of the Company, BGS Corp., PPEC Corp., BGS LLC or PPEC LLC, (iv) any issuance or transfer of stock or, following the Conversion Transactions, membership interests, in any of the Company, BGS Corp. or PPEC Corp. that results in such entity having more than one Member on the Closing Date, and (v) any issuance or transfer of membership interests in PPEC LLC that results in such entity having more than one Member on the Closing Date.
Examples of Prohibited Tax Action in a sentence
Sellers agree that Purchaser is to have no liability for any Tax resulting from any Prohibited Tax Action taken after the date of this Agreement by any of Sellers, the Company, its Affiliates or any of their respective Representatives in violation of this Section 7.1(a), and Sellers further agree to indemnify and hold harmless Purchaser and the Company against any such Tax or reduction of any Tax asset.
More Definitions of Prohibited Tax Action
Prohibited Tax Action has the meaning set forth in Section 9(j) below.