VDA Process definition

VDA Process means the voluntary disclosure processes of the Company’s Subsidiaries with respect to (i) state and local sales and use Taxes initiated with the assistance of Avalara, Inc., including any collection processes and invoicing of customers related thereto and (ii) state income and franchise Taxes initiated with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and completed by ▇▇▇▇▇ ▇▇▇▇▇ LLP.
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VDA Process has the meaning provided in Section 10.6.
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Examples of VDA Process in a sentence

  • For the avoidance of doubt, if the principal amount of the Note has been reduced to zero (0), any such Pre-Closing Taxes due to the relevant Tax Authority in connection with any settlement or compromise of such Ongoing VDA Process which did not result in a reduction of the principal amount of the Note shall be Indemnifiable Damages pursuant to Section 9.1(a)(v), subject to the same limitations set forth in Article 9 (other than Sections 9.2(f), 9.4 and 9.5).

  • Buyer shall cooperate with any reasonable request for assistance from Seller with respect to any such Ongoing VDA Process, including by (but not limited to) providing Seller with any relevant information, granting Seller any necessary power of attorney and filing any Tax Returns necessary to assist Seller with the resolution of any such Ongoing VDA Process.

  • Notwithstanding anything else in this Agreement to the contrary, Seller shall bear the costs and expenses relating to an Ongoing VDA Process so long as such Ongoing VDA Process is controlled by Seller; provided that Buyer shall reimburse Seller for one-half of any costs or expenses incurred by Seller after the Closing Date as a result of an Ongoing VDA Process, no later than ten (10) days after the date on which Seller provides to Buyer documentation evidencing such costs or expenses incurred by Seller.

  • Except as part of a VDA Process, Buyer shall not, and shall not permit the Acquired Companies to, to the extent such action would materially increase Taxes payable by Seller and such action is not required by applicable Law, amend any Tax Return of the Acquired Companies filed with respect to any Pre-Closing Period without the written consent of the Seller which consent shall not be unreasonably withheld, conditioned, or delayed.

  • As part of the VDA Process, prior to commencing a formal process with any Governmental Entity, Buyer and the Company may take, or cause to be taken, such actions (if any) it deems advisable to assess the extent to which the Company may have unpaid sales or similar tax Liabilities subject to the authority of such Governmental Entity, which such actions may include informal conversations between Buyer, its tax advisors and such Governmental Entity.

  • The liability for current Taxes reflected in the final calculation of Net Working Capital will be sufficient to satisfy in full any Indemnified Taxes, other than Taxes that constitute VDA Process Losses.

  • In connection with the VDA Process, Seller shall be entitled to submit ruling requests to any Tax jurisdictions seeking a determination whether the Acquired Companies sales are subject to sales and use or similar Taxes in such jurisdiction.

  • For the avoidance of doubt, Buyer Indemnified Parties’ rights to be indemnified pursuant to Section 5.4(a) shall include indemnification for Covered Taxes (including any reasonable expenses incurred by Buyer in connection with the French VDA Process) incurred as a result of the French VDA Process.

  • Each of Buyer and Seller shall and shall cause its respective Affiliates to cooperate fully, and as and to the extent reasonably requested by the other party, in connection with the filing of Tax Returns of the Acquired Companies and in respect of the Business, in connection with any Tax Proceeding, in connection with determining a liability for Taxes or a right to refund of Taxes and in connection with any VDA Process.

  • Promptly after submitting to a Taxing authority any voluntary disclosure statement, Tax Return or amended Tax Return pursuant to the French VDA Process that shows or will result in liability for Taxes attributable to any Pre-Closing Tax Period, Buyer shall provide the Stockholders’ Representative with a copy of such voluntary disclosure statement, settlement agreement, Tax Return or amended Tax Return, as applicable, and other relevant documents.

Related to VDA Process

  • RFP Process or “Bidding Process” means the process governing the submission and evaluation of the Bids as set out in the RFP itself;

  • Procurement Process means the process commenced by the issuing of this Invitation and concluding upon the award of a contract (or other outcome as determined by Tetra Tech International Development) or upon the earlier termination of the process

  • Sale Process means all matters relating to the sale of the Business and the review of strategic alternatives with respect to the Business, and all activities in connection therewith, including matters relating to (a) the solicitation of proposals from and negotiations with third parties in connection with the sale of the Business or Excluded Assets or (b) the drafting, negotiation or interpretation of any of the provisions of this Agreement or the other Transaction Documents, or the determination of the allocation of any assets or Liabilities pursuant to the foregoing agreements or the transactions contemplated thereby.

  • Rectification Plan Process means the process set out in Clause 38.2 (Rectification Plan Process);

  • Bidding Process means the procurement procedure under which sealed bids are invited, received, opened, examined and evaluated for the purpose of awarding a contract;