Seller Tax Contest definition

Seller Tax Contest has the meaning set forth in Section 6.10(d)(i).

Seller Tax Contest has the meaning specified in Section 8.5(d).

Seller Tax Contest has the meaning ascribed to it in Section 10.07(b).

Examples of Seller Tax Contest in a sentence

• No party has provided any new information to warrant reconsideration of this determination.

• With respect to any Tax Contest relating to Taxes that is or reasonably may be Seller’s responsibility under this Agreement and with respect to which Seller has delivered written acknowledgement of such responsibility to Buyer a (“ Seller Tax Contest”), Seller shall, at its election, have the right to(x) represent any Acquired Company, as the case may be, in any such Seller Tax Contest and (y) employ reputable counsel of its choice at its expense and control the conduct of such Tax Contest.

• Notwithstanding anything to the contrary in this Agreement, no settlement or other disposition with respect to any Seller Tax Contest shall be agreed to without Seller’s prior written consent, not to be unreasonably withheld, conditioned or delayed.

• The Seller Representative shall not enter into any settlement of, or otherwise compromise, any such Seller Tax Contest that could adversely affect the liability of Buyer, Blocker or any of the Company Entities for any Taxes as to which the Sellers would not be liable hereunder without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed.

• Notwithstanding the foregoing, the parties agree that, with respect to a Seller Tax Contest involving Specified Taxes, no notice is required to be given by the Purchaser or the Seller and the Seller shall be deemed to have elected to control the conduct and resolution of such Seller Tax Contest, subject to the provisions of this Section 11.02.

More Definitions of Seller Tax Contest

Seller Tax Contest is defined in Section 10(b) hereof.

Seller Tax Contest has the meaning set forth in Section 4.01(j).

Seller Tax Contest has the meaning specified in Section 1.11(c). “Service Provider” has the meaning specified in Section 4.19(a). “Shares” has the meaning specified in the Recitals. “Short S Corporation Tax Period” has the meaning specified in Section 1.11(a)(iii). “Software” means all websites, computer software and firmware (including source code, executable code, data, databases, user interfaces and related documentation). “Stock Purchase Price” has the meaning specified in Section 1.3. “Straddle Period” means a Tax period that begins before the Closing Date and ends on or after the Closing Date. “Subsidiary” Any Entity shall be deemed to be a “Subsidiary” of another Person if such Person directly or indirectly (a) has the power to direct the management or policies of such Entity or (b) owns, beneficially or of record, (i) an amount of voting securities or other interests in such Entity that is sufficient to enable such Person to elect at least a majority of the members of such Entity’s board of directors, board of managers or other governing body, or (ii) at least 50% of the outstanding equity or financial interests of such Entity. “Survival Period” has the meaning specified in Section 9.1(a). “Systems” has the meaning specified in Section 4.11(f). “Tax” or “Taxes” means (a) taxes, charges, fees, imposts, levies, or other assessments or fees, including, but not limited to, income, corporate, capital, excise, property, sales, use, turnover, value added and franchise taxes, deductions, withholdings and customs duties, imposed by any Taxing Authority, (b) all interest, penalties, fines, or additions to tax imposed by any Taxing Authority in connection with any item described in clause (a) or for failure to file any Tax Return, and (c) any liability in respect of any items described in clauses (a) and/or (b) as a A-16

Seller Tax Contest shall have the meaning set forth in Section 10.4(a).

Seller Tax Contest is defined in Section 9.4.

Seller Tax Contest is defined in Section 8.7.

Seller Tax Contest means any taxes or assessments arising from or related to the Rig Equipment or as to which a lien has attached to the Rig Equipment which is being contested in good faith by Seller through appropriate proceedings or for which reasonable reserves have been established.