Seller Tax Matter means (a) amending a Tax Return of the Acquired Entities for a Pre-Closing Tax Period or Straddle Period; (b) extending or waiving the applicable statute of limitations with respect to a Tax of the Acquired Entities for a Pre-Closing Tax Period or Straddle Period; (c) filing any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of the Acquired Entities for a Pre-Closing Tax Period; (d) any disclosure to, or discussions with, any Governmental Authority regarding any Tax or Tax Returns of the Acquired Entities for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date), including disclosure to, or discussions with, a Governmental Authority with respect to filing Tax Returns or paying Taxes for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) in jurisdictions that the Acquired Entities do not file a Tax Return (or pay Taxes) for such periods; or (e) waiving the right to any Tax refund (or portion thereof) of any Acquired Entity for a Pre-Closing Tax Period or Straddle Period.
Seller Tax Matter has the meaning set forth in Section 4.7(a).
Seller Tax Matter shall have the meaning set out in Section 13.2;
Examples of Seller Tax Matter in a sentence
The Seller, at its sole cost and expense, shall have the right to control (including the selection of counsel) any audit or other proceeding of the Company in respect of a Seller Tax Matter (a “Tax Contest”) other than a Tax Contest relating to a Straddle Period.
Unless otherwise required by Applicable Law, Purchaser shall not, and shall not allow the Company or the Subsidiaries to amend any Tax Return of the Prior Company, the Company or the Subsidiaries for a Pre-Closing Tax Period or Straddle Period or otherwise initiate (or agree to) any other Seller Tax Matter without the prior written consent of Seller, which consent shall not be unreasonably conditioned, withheld or delayed.
Unforeseen scalability issues may exist that will only be revealed at high levels of complexity.
Buyer shall not, and shall not allow the Acquired Entities to, amend any Tax Return of the Acquired Entities for a Pre-Closing Tax Period or Straddle Period or otherwise initiate, respond to, or agree to any other Seller Tax Matter without the prior written consent of Seller except as otherwise required by applicable Law.
Buyer shall not (and shall not cause or permit any Person, including the Company to) take, cause, agree to or otherwise initiate any Seller Tax Matter without the prior written consent of the Sellers Agent (which consent shall not be unreasonably withheld, conditioned or delayed).
More Definitions of Seller Tax Matter
Seller Tax Matter has the meaning set forth in Section 7.7(f).
Seller Tax Matter means: (a) filing, amending, re-filing or supplementing any Tax Return of the Company with respect to a taxable period ending on or before the Closing Date or with respect to a Straddle Period (except as provided in Section 6.5(b)); (b) with respect to the Company, causing or permitting the change or adoption of any accounting method or convention or Tax position that shifts taxable income from a taxable period (or portion thereof) beginning on or after the Closing Date to a taxable period (or portion thereof) ending before the Closing Date or that shifts deductions or losses from a taxable period (or portion thereof) ending before the Closing Date to a taxable period (or portion thereof) beginning on or after the Closing Date; (c) initiate any voluntary disclosure procedure or similar procedure with any Governmental Authority or representative thereof regarding any Tax or Tax Return of the Company for any taxable period beginning prior to the Closing Date; (d) surrendering any right to claim a Pre-Closing Tax Refund; (e) except as part of an extension of the consolidated Tax Return of Buyer, extending or waiving any statute of limitations relating to any Tax or Tax Return of the Company with respect to a taxable period ending on or before the Closing Date or with respect to a Straddle Period; (f) making any election under Section 338 or 336 of the Code (or any corresponding provision of state, local, foreign or other Law), with respect to the Company with an effect on or before the Closing Date (except as provided in Section 6.5(f)); (g) seeking or requesting any private letter ruling of the IRS or comparable written rulings or guidance issued by another Governmental Authority with respect to the Company for any taxable period (or portion thereof) ending on or prior to the Closing Date (other than an Inadvertent Termination Ruling Request, which shall be governed by Section 6.5(k)); or (h) taking any action outside of the Ordinary Course of Business or inconsistent with past practices of the Company on the Closing Date that could create a Tax liability for the Company or the Sellers (not otherwise contemplated by this Agreement).
Seller Tax Matter means [*****].
Seller Tax Matter means (i) amending a Flow-Through Tax Return of any Target Company (or of any of their Subsidiaries) for any Pre-Closing Tax Period or Straddle Period; (ii) extending or waiving the applicable statute of limitations with respect to any Flow-Through Tax Return of any Target Company (or of any of their Subsidiaries) for a Pre-Closing Tax Period or Straddle Period; (iii) filing any ruling request with any Governmental Authority that relates to any Flow-Through Tax Returns of any Target Company (or of any of their Subsidiaries) for a Pre-Closing Tax Period or Straddle Period;
Seller Tax Matter means (i) amending any Tax Return of any of the Target Companies for any taxable period ending on or prior to the Closing Date (“Pre-Closing Period”) or Straddle Period; (ii) making or revoking an election on any Tax Return filed after the Closing Date that shifts taxable income from a taxable period (or portion thereof) beginning after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date or that shifts deductions or losses from a taxable period (or portion thereof) ending on or before the Closing Date to a taxable period (or portion thereof) beginning after the Closing Date; (iii) extending or waiving the applicable statute of limitations with respect to a Tax of any of the Target Companies for a Pre-Closing Period or Straddle Period; (iv) filing any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of any of the Target Companies for a Pre-Closing Period or Straddle Period; (v) entering or pursuing a voluntary disclosure agreement with a Governmental Authority with respect to filing Tax Returns or paying Taxes for a Pre-Closing Period (or Straddle Period); or (vi) causing any of the Target Companies to engage in a transaction on the Closing Date, but after the Closing, that is outside of the Ordinary Course of Business.
Seller Tax Matter means, in each case solely with respect to a Tax period ending on or before the Closing Date (or any Straddle Period), (i) amending, re-filing or supplementing any Tax Return of either Company or any Company Subsidiary, (ii) filing any Tax Return in any jurisdiction if the applicable Company or the Company Subsidiary did not file a comparable Tax Return in such jurisdiction in the immediately preceding Tax period, (iii) filing any ruling or similar request with any Tax authority regarding either Company or any Company Subsidiary; (iv) initiating or entering into any voluntary disclosure agreement or program (or similar process) with any Tax authority regarding any Taxes (whether asserted or unasserted) of either Company or any Company Subsidiary, (v) making any Tax election or changing any method of accounting with respect to either Company or any Company Subsidiary with a retroactive effect on a taxable period (or portion thereof) ending on or before the Closing Date, (vi) surrendering to any Tax authority any right to claim a refund for Taxes of either Company or any Company Subsidiary and (vii) other than as contemplated under Section 8.01(c) (Tax Returns), filing any Tax Return for a Tax period (or portion thereof) ending on or before the Closing Date with respect to either Company or any Company Subsidiary.
Seller Tax Matter means (i) amending a Tax Return of a Target Company or the Subsidiary for a Pre-Closing Tax Period or Straddle Period; (ii) extending or waiving the applicable statute of limitations with respect to a Tax of a Target Company or the Subsidiary for a Pre-Closing Tax Period or Straddle Period; (iii) engaging in any voluntary disclosures or discussions with, any Governmental Authority regarding any Tax or Tax Returns of a Target Company or the Subsidiary for a Pre-Closing Tax Period or portion Straddle Period; (iv) filing any private letter ruling or similar request with respect to Taxes or Tax Returns of a Target Company or the Subsidiary for a Pre-Closing Tax Period or Straddle Period; or (v) changing any election that could have an impact on the Tax or Tax Returns of a Target Company or the Subsidiary for a Pre-Closing Tax Period or Straddle Period.