Tax Rep definition

Tax Rep has the meaning set forth in Section 13.1.

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Tax Rep has the meaning set forth in Section 9.1(b). “Tax Returns” means all Tax returns, amended returns, information returns, statements, information statements, reports, worksheets, declarations, estimates, schedules, notices, notifications, elections, certificates or other documents or information and forms required to be filed or submitted to any Taxing Authority, including any claims for refunds of Taxes and any attachments thereto, amendments of or supplements of any of the foregoing. “Taxing Authority” means any Governmental Authority responsible for the determination, assessment, collection, payment, administration, implementation or enforcement of, or compliance with, any Tax. “Termination Date” has the meaning set forth in Section 8.1(b). “Termination Fee” has the meaning set forth in Section 8.2(b). “Third Party Claim” has the meaning set forth in Section 9.8(c). “Transaction Documents” means all agreements and documents contemplated hereby to be executed and delivered by the parties, including the Subcontracting Agreements, the Transition Services Agreement, the Restrictive Covenants Agreement, the Agreement Regarding Guaranties and the Escrow Agreement. 11

Tax Rep means those representations and warranties set forth in Section 4.15 (Taxes).

Examples of Tax Rep in a sentence

During the bargaining process, the City notified the Union of 2 conversions from term to regular full time (Crime Prevention Coordinator and Sustainability Coordinator), 1 conversion from auxiliary to regular full time (Property Tax Rep 1), and 1 contracted job returned to the Bargaining Unit (Bridgeview Community Centre – CSC 2).
As used herein, the term "Covered Person" shall mean (i) each Member, (ii) each officer, director, manager, shareholder, partner, member, controlling Affiliate, employee, agent or representative of each Member, and each of their controlling Affiliates, (iii) each Manager, Officer, employee, agent or representative of the Company, and (iv) the Tax Rep- resentative.
Upon the receipt by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP of the duly executed Tax Rep Letters, ▇▇▇▇▇▇▇▇▇ Traurig, LLP shall deliver the Buyer Tax Opinion.
Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated (i) to and among the holders of Units in proportion to the respective total Capital Contribution amounts with respect to their Units, or (ii) in such other manner as the Company Tax Rep determines is required under Code section 704 and the Regulations thereunder.
In addition, the limitations set forth in clauses (i) and (ii) above shall not apply to a Company Warranty Breach of a Company Tax Rep, but the limitation set forth in clause (iii) above shall apply thereto.
If all funds are exhausted from the Indemnification Escrow Account, neither Seller nor any of its Affiliates shall have any further obligation to make any indemnification payment pursuant to Section 10.2(a) (other than with respect to a breach of a Seller Fundamental Rep or Tax Rep by Seller, breach of a covenant of Seller set forth in Section 5.12 or 5.13, or Fraud committed by Seller).
In addition, the limitations set forth in clauses (i), (ii) and (iii) above shall not apply to a Parent Warranty Breach of a Parent Tax Rep, but the limitation set forth in clause (iii) above shall apply thereto.
No Claim for indemnification under this 0 for the breach of a representation of warranty by a Party may be asserted following the expiration of the Indemnity Period, Fundamental Indemnity Period, or Tax Rep.
No claim for indemnification under Section 7.2(a) (other than with respect to any claims for a breach or inaccuracy of a Fundamental Rep, the Special Rep or the Tax Rep) may be made by the Indemnified Parties unless and to the extent the aggregate amount of all Damages which the Indemnified Parties have incurred, in the aggregate, exceeds $500,000 (the “Basket”), after which the Indemnified Parties shall be fully indemnified for all Damages in excess of the Basket.
Indemnity Period, as applicable, related to such representation or warranty; provided, however, that as to any matters with respect to which a bona fide Claim Notice shall have been given or an action at law or in equity shall have commenced before the end of the Indemnity Period, Fundamental Indemnity Period, or Tax Rep.

More Definitions of Tax Rep

Tax Rep has the meaning set forth in Section 7.1.

Tax Rep has the meaning set forth in Section 6.1(c)(ii).