Seller Group Tax Return definition

Seller Group Tax Return means any Tax Return of any Seller Group.
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Seller Group Tax Return means any Tax Return for Income Taxes of any Seller Group.
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Seller Group Tax Return means the consolidated U.S. federal income tax return of the affiliated group (within the meaning of Section 1504(a) of the Code) of which Seller is the common parent and any other Tax Return of any other Seller Group for state or local income or other applicable tax purposes.
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Examples of Seller Group Tax Return in a sentence

  • For avoidance of doubt, Seller shall have the sole right to control and settle any examination, investigation, audit or other administrative or judicial proceeding in respect of any Seller Group Tax Return and Buyer shall have no right to participate therein.

  • For avoidance of doubt, Buyer shall have no right to review any Seller Group Tax Return.

  • For avoidance of doubt, Buyer shall have no right to inspect or review any Seller Group Tax Return.

  • Notwithstanding anything to the contrary in this Agreement (including Section 5.04 or any provision of this Article 7), in no event shall Buyer or any Affiliate of Buyer (including, after the Closing, any Company Group member) have any right to review, participate in the preparation of or otherwise review, obtain or have access to any Seller Group Tax Return (including any work papers solely with respect thereto).

  • Buyer agrees that Seller may prepare and file amended Seller Group Tax Returns for any period (including a period for which a member of the BHC Group was included) and shall be entitled to keep any tax refund or credit relating to any Seller Group Tax Return, except to the extent that such credit or refund relates to or results from tax items of any member of the BHC Group attributable to periods or portions of periods following the Closing Date.

  • Notwithstanding anything to the contrary in this Agreement, in no event will Buyer or any Affiliate of Buyer (including, after the Closing, any Company Group member) have any right to control, participate or otherwise be involved in or have access to any information with respect to any audit, examination or other proceeding relating to any Seller Group Tax Return or otherwise with respect to Taxes of any Seller Group or any Seller Group Tax Return.

  • Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to provide to any Person, before, on or after the Closing Date, any right to access or to review any Tax Return or Tax work papers of Seller or any Affiliate of Seller (including any Seller Group Tax Return and any pro forma Tax Return used to create any such Seller Group Tax Return).

  • Seller covenants that it shall not cause or permit any Affiliate of Seller to, without the prior written consent of Buyer or unless otherwise required by an audit resolved in compliance with this Agreement, amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Purchased Subsidiaries with respect to any Pre-Closing Tax Period or Straddle Tax Period (other than any Seller Group Tax Return).

  • Buyer agrees that Seller may prepare and file amended Seller Group Tax Returns for any period (including a period for which any Target Company was included) and that Seller shall be entitled to keep any Tax refund or credit relating to any Seller Group Tax Return (unless it was taken into account in computing any adjustment to the Purchase Price pursuant to Section 1.6).

  • Except for Taxes set forth on Schedule 2.1.6(a) (which are being contested in good faith and by appropriate proceedings), all material Taxes of any member of the BHC Group and all material Taxes of each Seller Group (in each case whether or not shown on a BHC Tax Return or a Seller Group Tax Return) due and payable on or before the Closing Date have (or, in the case of Taxes that become due after the date hereof and on or before the Closing Date, by the Closing Date will have) been duly paid.


More Definitions of Seller Group Tax Return

Seller Group Tax Return any Tax Return of Seller Group that has included the Target Company (or any corporate predecessor thereof).
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Seller Group Tax Return means any Tax Return of any Seller Group. "Seller Indemnitees" has the meaning set forth in S ection 9.03. "Seller's Omega Counsel" has the meaning set forth in S ection 9.02(e).
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Seller Group Tax Return any Tax Return of the Seller Group that has included one or more members of the BHC Group (or any corporate predecessor of such a member).
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Related to Seller Group Tax Return

  • 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 means all Tax Returns relating to Income Taxes.

  • 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).

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

  • 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.

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

  • 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.

  • 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.

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

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

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

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

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

  • 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.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • 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.

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

  • 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.

  • 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).

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • Tax Liabilities means all liabilities for Taxes.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

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