Examples of tax position in a sentence
Further, (i) each Party shall promptly notify the Other Party in writing upon receipt of notice of any pending or threatened Tax claim, audit or assessment relating to the Intended Tax Position, and (ii) after consulting with the Stockholders in good faith, the Company shall have the right to direct, control and defend any Tax Proceeding relating to the Intended Tax Position.
The Lender repeats representations and warranties set out in Clause 7.6 (Tax Position of the Lender) (as amended by the provisions of this Supplemental Loan Agreement) and Clause 11 (Representations and Warranties of the Lender) of the Loan Agreement as of the date hereof, the Effective Date and each date falling in-between with reference to the facts and circumstances existing at the relevant date and with reference to the Loan Agreement as modified and supplemented by this Supplemental Loan Agreement.
In the event that such a reduction described in foregoing clause (ii) results in a Better After Tax Position, the Covered Payments shall be reduced in a manner that maximizes the Employee’s economic position.
The Lender makes the representations and warranties set out in Clause 7.6 (Tax Position of the Lender) and this Clause 11 and acknowledges that the Borrower has entered into this Agreement in reliance on those representations and warranties.
Not less than sixty (60) days prior to the due date of each Pre-Closing Seller Tax Return required to be filed by Purchaser after the Closing Date, Seller shall provide Purchaser with written notice of any Tax position it expects to take on such Tax Return that Seller does not in good faith believe is a Certain Tax Position.
The following are expressly excluded from the Uncertain Tax Positions services: (i) assessment of risk of any challenge by the Internal Revenue Service or other taxing authority against any Tax Position (including, without limitation, whether it is “more likely than not” such Tax Position would be sustained); (ii) calculation of any tax benefit measurement, in whole or in part, that may be required if any “more likely than not” threshold has not been met; and (iii) any tax opinion or tax advice.
If Spinco determines, in good faith, that its tax liability under clause (i) of the first sentence of Section 2.03(a) with respect to such Tax Return or estimated payment should be greater than the amount determined by Parent for such return or payment, Spinco can elect to pay a greater amount to Parent and provide Parent with a statement describing the tax position taken by Spinco implicit in the determination of such larger amount (the Spinco Tax Position).
If pursuant to the proceeding sentence Spinco pays a greater amount, Parent covenants, to the extent permitted by law, to take the Spinco Tax Position on the Tax Return or payment in question and will remit the larger amount received from Spinco to the appropriate Taxing Authority when filing such return or payment.
In June 2006, the FASB issued FIN No. 48 Accounting for Uncertainty in Tax Position, an Interpretation of FASB Statement No. 109 (“FIN 48”).
Notwithstanding anything to the contrary in this Agreement, FlatWorld shall have the right to review all federal, state and local income and franchise tax returns (together, “Income Tax Returns”) for any tax year including or immediately following the Closing Date, as such term is defined in the Contribution Agreement, on which matters relating to the Tax Position are reported, the reporting on which may be affected by the terms and conditions of the Letter Agreements.