Seller Tax Return has the meaning set forth in Section 5.9(b).
Seller Tax Return means any return, election, declaration, report, schedule, information return, document, information, opinion, statement, or any amendment to any of the foregoing (including, without limitation, any consolidated, combined or unitary return) filed or required to be filed with any Taxing Authority, if, in any manner or to any extent, relating to or inclusive of each Seller or any Seller Tax.
Seller Tax Return has the meaning set forth in Section 8.10(a)(i).
Examples of Seller Tax Return in a sentence
Seller shall deliver to Buyer any such Seller Tax Return for Buyer’s review at least forty-five (45) days before the date on which such Seller Tax Return is required to be filed (taking into account applicable extensions), or as soon as reasonably possible if the Seller Tax Return is required to be filed within ninety (90) days following the Closing Date.
If the Independent Auditor’s resolution of the dispute necessitates that a Seller Tax Return filed in accordance with the immediately preceding sentence be amended, then Seller shall cause an amended Seller Tax Return to be filed that reflects such resolution.
Buyer will be deemed to have approved any such Seller Tax Return as prepared by Seller if Buyer does not submit comments within such twenty (20) day review period.
Buyer shall review any such Seller Tax Return within twenty (20) days after the delivery of such Seller Tax Return.
Neither Aleris International nor any Selling Subsidiary shall file or amend after the Closing Date any Seller Tax Return for any taxable periods (or portions thereof) described in the first sentence of this subsection (d) without HQCO’s prior written consent.
More Definitions of Seller Tax Return
Seller Tax Return means any return, election, declaration, report, schedule, information return, document, information, opinion, statement, or any amendment to any of the foregoing (including, without limitation, any consolidated, combined or unitary return) filed or required to be filed with any Taxing Authority, if, in any manner or to any extent, relating to or inclusive of the Seller or any Seller Tax.
Seller Tax Return is defined in Section 6.10(b).
Seller Tax Return has the meaning set forth in Section 7.9(b). “Stock Sale” has the meaning set forth in Section 2.1.
Seller Tax Return has the meaning set forth in Section 5.9(b). “Sellers’ Disclosure Schedule” has the meaning set forth in ARTICLE 3. “Sellers’ Fundamental Warranties” means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure) (other than the last sentence of Section 3.2(a)), Section 3.3 (Subsidiary Equity Holdings) and Section 3.4 (Corporate Authorization and Binding Effect) and, solely for purposes of Section 8.1, Section 3.12 (No Brokers). “Shared Software” means all software, firmware and middleware (in each case, in object code and source code) owned by the Bank or any of the Transferred Subsidiaries and used in the businesses of the Seller and its Affiliates (other than the Bank and the Transferred Subsidiaries, but including (i) the businesses conducted by the Bank and the Subsidiaries described in Schedule 4 attached hereto, and (ii) the Excluded Assets and Liabilities). “Shares” has the meaning set forth in the Recitals. “Special Dividend Amount” means an amount equal to the maximum amount approved by the OCC for the declaration and payment of a dividend by the Bank or any other return of, or reduction in, the Bank’s capital in connection with the consummation of the Transactions; provided that (a) the Special Dividend Transaction shall not result in the Estimated Closing TBV being more than the Maximum Closing TBV and (b) if the Special Dividend Transaction would result in the Estimated Closing TBV being less than the Target Closing TBV, then the Special Dividend Amount shall be reduced to an amount so that the Special Dividend Transaction would result in the Estimated Closing TBV being equal to the Target Closing TBV. “Special Dividend Approval” has the meaning set forth in Schedule 3. “Special Dividend Transaction” has the meaning set forth in Section 5.15.
Seller Tax Return has the meaning set forth in Section 7.02(a).
Seller Tax Return has the meaning set forth in Section 5.14(d). “Seller Transferred Company U.S. Employees” means those Seller Continuing Company U.S. Employees who continue employment with the Company Group as of 12:01 a.m. (Houston time) on the day following the Closing Date, and Seller Hired Company U.S. Employees. “Share Purchase Agreement” means this Share Purchase Agreement and all schedules and exhibits attached hereto. “Software” means all (i) computer programs, applications, systems and code, including software implementations of algorithms, models and methodologies, program interfaces, and source code and object code, (ii) databases and compilations, including data and collections of data, whether machine-readable or otherwise, (iii) development and design tools, library functions and compilers, and (iv) media, documentation and other works of authorship, including user manuals and training materials, relating to or embodying any of the foregoing or on which any of the foregoing is recorded. “Solvent” shall mean for any Person that the book value of its assets exceeds the sum of (i) the face value of all Liabilities required to be on the balance sheet and (ii) the face value of all Liabilities of any other Person guaranteed by the first Person (or for which such first Person is otherwise jointly and severally liable) if such other Person is not Solvent in accordance with this definition, all determined by reference to the consolidated financial statements of such Person and the generally accepted accounting principles applicable to such Person as in effect from time to time. “Stock Purchase Agreement” means that certain Stock Purchase Agreement, dated as of the date hereof, by and between the Seller and Purchaser. “Stub Period” has the meaning set forth in Section 5.14(a). “Stub Period Objection Notice” has the meaning set forth in Section 5.14(e). “Stub Period Returns” has the meaning set forth in Section 5.14(e). “Subleases” means the subleases described in the Support and Transition Agreements. “Subsidiary” or “Subsidiaries” means, with respect to any Person, any other Person of which (i) at least a majority of the securities or ownership interests, having by their terms ordinary voting power to elect a majority of the board of directors or elect or appoint other Persons performing similar functions, is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries or (ii) more than half of the board of directors, or similar...
Seller Tax Return means any federal income tax return, or any state income or franchise tax or other Tax Return measured in whole or in part by reference to the income of the Company determined on a pass-through basis (i.e., whereby the Members of the Company, and not the Company itself, are responsible for the remittance of the Tax associated with such return), attributable to periods ending on or before the Closing Date.