Tax Period definition
Examples of Tax Period in a sentence
For greater certainty, no representation or warranty is made in respect of the amount, availability or use of any Tax attributes (including losses, resource and other pools, capital cost and undepreciated capital cost, paid-up capital, balances and investment tax and other credits) in a Tax period that is not a Pre-Closing Tax Period.
Holdings shall be entitled to any refunds actually received with respect to any Purchased Asset Tax for any Pre-Closing Tax Period to the extent such Taxes were economically borne by Seller Entities in such Pre-Closing Tax Period and Buyer shall be entitled to all other refunds.
The Sellers shall have the right, at their own expense and through counsel of their choosing, to participate in any audit or Litigation relating to a Pre-Closing Tax Period or Straddle Period, and the Sellers shall have the right, at their own expense and through counsel of their choosing reasonably acceptable to the Purchaser, to control any such audit or Litigation that relates to a Pre-Closing Tax Period (including any portion of a Straddle Period that relates to periods prior to the Closing Date).
The Parties agree to retain all books and records with respect to Tax matters pertinent to the Acquired Companies relating to any Pre-Closing Tax Period until the expiration of 60 days after the applicable statute of limitations (including any extensions thereof), and to abide by all record retention agreements entered into with any Taxing Authority, to the extent such retention agreements are made known to the applicable Party in writing.
Any Tax refund (or similar credit or offset against Taxes) with respect to any Pre-Closing Tax Period and received after the Closing Date by Buyer or the Operator, as applicable, or any of their respective Affiliates (including, for the avoidance of doubt, any Transferred Entities) (any such refund, a “Pre-Closing Tax Refund”) shall be for the account of Seller to the extent such amounts did not reduce the Tax Liability Amount or otherwise operate to increase the Purchase Price.