Examples of Seller Tax Period in a sentence
Notwithstanding anything to the contrary herein, Parent Seller and Purchaser agree that any items of losses, deductions or credits for U.S. federal income Tax purposes resulting from Seller Bank Transaction Expenses that are at least “more likely than not” deductible in a Seller Tax Period shall be reported as deductions allocable to a Seller Tax Period.
Notwithstanding anything to the contrary herein, Parent Seller, Seller Intermediate Holding Company, Purchaser and Purchaser U.S. Holding Company agree that any items of losses, deductions or credits for U.S. federal income Tax purposes resulting from the Transaction Expenses that are at least “more likely than not” deductible in a Seller Tax Period shall be reported as deductions allocable to a Seller Tax Period.
Resources shall control the conduct of any audit, litigation or other administrative or judicial proceeding with respect to Taxes of Sellers for any Seller Tax Period, and Resources and Buyer shall jointly control the conduct of any such proceedings for Non-Income Taxes for any Straddle Period (each, a “Tax Proceeding”).
For the avoidance of doubt, Buyer shall not enter into any settlement or agreement of compromise with respect to any proceeding with respect to any Seller Tax Period or any Tax Proceeding without the prior written consent of Resources; provided, however that, in the case of a Tax Proceeding, such approval may not be unreasonably withheld, conditioned or delayed.