Purchaser Tax Group definition

Purchaser Tax Group means the Affiliated Group of which the Purchaser is the common parent.
Sample 1Sample 2
Purchaser Tax Group has the meaning set forth in Section 6.8(a).
Sample 1
Purchaser Tax Group means the Purchaser and any company or person which is a member of the same group as the Purchaser for a relevant Tax purpose (but excluding a Group Company);
Sample 1

Examples of Purchaser Tax Group in a sentence

  • Each member of the Purchaser Tax Group has timely paid all material Taxes required to be paid (whether or not shown on the applicable Tax Returns).

  • If the Seller is not given prompt notice of an asserted Tax liability as required by this Section 7.03, Seller shall have no obligation to indemnify the Purchaser or any Purchaser Tax Group Member of any of the Subsidiaries under Section 7.01(a) for such asserted Tax liability to the extent the Seller is precluded solely as a result of such failure to give prompt notice from contesting in a timely manner the asserted Tax liability in both the administrative and judicial forums.

  • The Purchaser agrees that, as of the day following the Closing Date, the Company shall become a member of the "affiliated group" of corporations of which the Purchaser is a member, as defined in Code Section 1504(a) (the "Purchaser Tax Group"), and shall be included in a federal consolidated income Tax Return that will be filed by such affiliated group for a taxable period that will include the day following the Closing Date.

Related to Purchaser Tax Group

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Transfer Taxes means any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Transactions.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Purchaser’s Group means the Purchaser and its Affiliates from time to time;

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

  • Purchaser Parent has the meaning set forth in the preamble to this Agreement.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.