Seller Tax Claim definition

Seller Tax Claim has the meaning set forth in Section 8.4.
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Seller Tax Claim is defined in Section 6.5(g). “Statement” is defined in Section 6.5(b)(i). “Straddle Period” means a taxable period (or, in the case of the Texas franchise Tax, a privilege period) that includes the Closing Date but does not end on the Closing Date. 11
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Seller Tax Claim has the meaning given in Section 6.4(h) .
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Examples of Seller Tax Claim in a sentence

  • Buyer shall have the right (but not the duty) to participate in the defense of any Seller Tax Claim and to employ counsel, at its own expense, separate from the counsel employed by Seller in such Seller Tax Claim.

  • Seller will control the conduct of any Tax Claim that: (i) could adversely affect the Taxes of Seller or any Affiliate thereof or (ii) could result in Seller being liable for any amount of Taxes or losses related thereto, either under the Law or pursuant to this Agreement (a “Seller Tax Claim”), but only to the extent that such Seller Tax Claim is severable from other Tax Claims which are not Seller Tax Claims.

  • Buyer shall have exclusive control over all Buyer Tax Claims and shall have the right (but not the duty) to participate in the defense of any Seller Tax Claim, and to employ counsel, at its own expense, separate from the counsel employed by Seller in such Seller Tax Claim.

  • PPP champions within the government include the Private Infrastructure Committee (PICOM) housed in the Board of Investment (BOI), the Planning Commission, and the new PPP Cell, which is still at a formative stage.

  • If Xxxxxxxxx declines to exercise its control rights with respect to a Seller Tax Claim that Xxxxxxxxx is entitled to control pursuant to this Section 4.4(c), Buyer, at Wolverine’s expense, will control such Tax Claim (“Buyer Tax Claim”) and will keep Wolverine reasonably informed regarding the progress and substantive aspects of any such Buyer Tax Claim and Wolverine will be entitled at their own expense to participate in any such Buyer Tax Claim.

  • Seller will control the conduct of any Tax Claim that: (i) could adversely affect the Taxes of Seller or any Affiliate thereof or (ii) could result in Seller being liable for any amount of Taxes or losses related thereto, either under the Law or pursuant to this Agreement (a "Seller Tax Claim"), but only to the extent that such Seller Tax Claim is severable from other Tax Claims which are not Seller Tax Claims.

  • Wolverine at its expense will control any Tax Claim with respect to the Acquired Companies for Pre-Closing Tax Periods (“Seller Tax Claims”); provided, however, that Wolverine will keep Buyer reasonably informed regarding the progress and substantive aspects of any Seller Tax Claim and Buyer will be entitled at its expense to participate in any Seller Tax Claim.

  • Each Party shall cooperate fully, as and to the extent reasonably requested by another Party, in connection with the preparation and filing of Tax Returns pursuant to this ARTICLE XII and any Seller Tax Claim or Buyer Tax Claim.

  • This policy supports the Trust vision and values, integrating health promotion and reducing health inequalities.

  • Seller shall not settle or compromise any Seller Tax Claim that could adversely affect Buyer, the Acquired Companies, or any Affiliate of the foregoing without the prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed).


More Definitions of Seller Tax Claim

Seller Tax Claim. Section 8.4(e) “Sellers” Preamble “Sellers’ Disclosure Letter” Article IV “Sellers’ Representative” Section 7.7(a) “Straddle Period” Section 7.2(a) “Tax Claim” Section 8.4(e)
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Related to Seller Tax Claim

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

  • Tax Claim has the meaning set forth in Section 6.05.

  • Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • 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.

  • Transaction Tax Deductions means any item of loss, deduction, or credit resulting from or attributable to costs and expenses of the Company and/or any of its Subsidiaries related to or arising out of the transactions contemplated by this Agreement, including, but not limited to, any loss, deduction or credit resulting from any employee bonuses, debt prepayment fees or capitalized debt costs.

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

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

  • 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.