Purchaser Tax Return definition

Purchaser Tax Return has the meaning set forth in Section 5.9(b).
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Purchaser Tax Return has the meaning set forth in Section 5.9(b). “Purchaser’s Fundamental Warranties” means those representations and warranties set forth in Section 4.1 (Organization, Standing and Authority), Section 4.2 (Capital Structure), Section 4.3 (Corporate Authorization and Binding Effect), Section 4.4 (Regulatory Filings; No Defaults), Section 4.9 (Availability of Funds) and Section 4.10 (Investment) and, solely for purposes of Section 8.1, Section 4.8 (No Brokers). “Real Property” has the meaning set forth in Section 3.8(b). “Receiving Party” has the meaning set forth in Section 5.5. “Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or internet domain name registrar. “Registration Rights Agreement” has the meaning set forth in Section 5.22. “Related Party Contracts” means any Contract by the Bank or any Transferred Subsidiary with either Seller or any of its Affiliates (other than the Bank or any Transferred Subsidiary). “Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Substance into the environment. “Replacement Award” has the meaning set forth in Section 5.10(h). “Reports” has the meaning set forth in Section 3.9(a)(iv). “Representatives” means, with respect to any Person, such Person’s, or such Person’s Subsidiaries’, directors, officers, employees, accountants, investment bankers, agents, attorneys and other advisors or representatives (including the employees or attorneys thereof). “Requisite Regulatory Approvals” has the meaning set forth in Section 5.3(a).
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Purchaser Tax Return has the meaning set forth in Section 7.9(b). “Purchaser U.S. Holding Company” has the meaning set forth in the Recitals. “Real Property” has the meaning set forth in Section 3.8(b).
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Examples of Purchaser Tax Return in a sentence

  • To the extent any Purchaser Tax Return relates to the operations of Sub during any period prior to the Closing Date, Purchaser will consult with Leavxxx xx the preparation of such Tax Returns and shall not file such tax return until obtaining the written consent of Leavxxx (xxich consent shall not be unreasonably withheld).

  • The Purchaser Tax Return shall be filed in accordance with the determination of the Accounting Referee with respect to such comment (or, if required to be filed before the Accounting Referee has made a determination, in the form provided by Purchaser, which shall be subsequently amended if necessary to conform with the Accounting Referee’s determination).

  • Purchaser shall submit to Seller for its review and approval (not to be unreasonably withheld) any Purchaser Tax Return relating to any taxable period ending on or prior to the Closing Date or any Straddle Period at least 30 days prior to filing such Purchaser Tax Return, and shall make such revisions to such Tax Returns as are reasonably requested by Seller.

  • Seller shall provide written notice to Purchaser of its disagreement with any items in such Purchased Company Tax Returns within fifteen (15) days of its receipt of such Tax Returns, and if Seller fails to provide such notice within fifteen (15) days of its receipt thereof, such Purchaser Tax Return shall become final and binding upon the Parties hereto.

  • Any Purchaser Tax Returns relating to any Pre-Closing Period shall be prepared in accordance with past practices of the Companies, and submitted (with copies of any relevant schedules, work papers and other documentation then available) to the Seller for the Seller’s approval not less than thirty (30) calendar days prior to the due date for the filing of each such Purchaser Tax Return, which approval shall not be unreasonably withheld, conditioned or delayed.

  • Notwithstanding the foregoing, Seller’s right to review and comment on any Purchaser Tax Return, other than any U.S. federal Income Tax Return that is a Purchaser Tax Return, shall terminate following the finalization of the Preliminary Closing Statement in accordance with Section 1.5 of this Agreement, unless the filing of such Purchaser Tax Return would be reasonably expected to have an adverse impact on the amount to which Seller would be entitled pursuant to Section 10.1(i).

  • Each such Purchaser Tax Return shall be prepared in a manner consistent with past practice, except as otherwise required by any applicable federal, provincial or territorial tax laws.

  • Not less than sixty (60) days prior to the due date of each Straddle Period Purchaser Tax Return, Purchaser shall provide Seller with written notice of any Tax position it expects take on such Tax Return that Purchaser does not in good faith believe is a Certain Tax Position.

  • Seller shall pay to Purchaser all amounts shown as due on each Straddle Period Combined Tax Return and Straddle Period Purchaser Tax Return that are allocable to Seller, determined in accordance with Section 6.3, not less than five (5) Business Days before the due date of each such Tax Return.

  • Purchaser shall deliver, or cause to be delivered, to Seller a draft of each Straddle Period Purchaser Tax Return at least thirty five (35) days prior to the due date for filing such Tax Return (taking into account any extensions) and Purchaser shall not unreasonably reject any comments to such Tax Return received from Seller not later than twenty (20) days before the due date thereof (taking into account any extensions).


More Definitions of Purchaser Tax Return

Purchaser Tax Return has the meaning set forth in Section 7.9(b). “Purchaser U.S. Holding Company” has the meaning set forth in the Recitals.
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Purchaser Tax Return has the meaning set forth in Section 7.3(a). “R&W Insurance Amount” shall mean the premium, underwriting costs, brokerage premium and Taxes related to the procurement of the R&W Insurance Policy. “R&W Insurance Policy” shall mean the representation and warranty insurance policy issued to Purchaser naming Purchaser or a Subsidiary thereof as the insured, which policy insures Purchaser for breaches of the representations and warranties given by the Company and Sellers under this Agreement.
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Purchaser Tax Return has the meaning set forth in Section 5.9(b). “Purchaser’s Fundamental Warranties” means those representations and warranties set forth in in Section 4.1 (Organization, Standing and Authority), Section 4.2 (Corporate Authorization and Binding Effect), Section 4.3 (Regulatory Filings; No Defaults) Section 4.4 (No Brokers), Section 4.6 (Availability of Funds) and Section 4.7 (Investment).
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Purchaser Tax Return shall have the meaning specified in Section 6.3(c).
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Related to Purchaser Tax Return

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

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

  • Transfer Tax means any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the Transactions (together with any related interest, penalties or additions to such taxes).

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • 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.

  • Straddle Tax Period means any taxable period beginning on or before and ending after the Closing Date.

  • 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.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Transfer Taxes means any and all transfer, documentary, sales, use, gross receipts, stamp, registration, value added, recording, escrow and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (including any real property or leasehold interest transfer or gains tax and any similar Tax).

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • 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.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • 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.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Transaction Taxes has the meaning set forth in Section 6.01.

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

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

  • Tax Returns The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

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

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

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.