Seller Tax Returns definition

Seller Tax Returns shall have the meaning ascribed to such term in Section 5.5(a).

Seller Tax Returns has the meaning set forth in Section 8.2(b)(i).

Seller Tax Returns means all federal, state, local, foreign and other applicable Tax returns, declarations of estimated Tax reports required to be filed by any of Seller (without regard to extensions of time permitted by law or otherwise).

Examples of Seller Tax Returns in a sentence

• Seller shall prepare (at the sole cost and expense of Seller), and Seller shall cause the Acquired Company to file, all Tax Returns of the Acquired Company for Tax periods ending on or prior to the Closing Date ("Pre-Closing Tax Returns") and any Tax Returns for which the Acquired Company is included in the U.S. federal, state or local consolidated, combined or unitary group that includes Seller ("Seller Tax Returns").

• The Sellers shall provide Purchaser with a draft of each Seller Tax Return at least thirty (30) days prior to the due date for filing (and prior to filing) such Seller Tax Return (taking into account valid extensions of time to file) and shall make such reasonable changes to such Seller Tax Returns as are requested by Purchaser prior to filing.

• For the avoidance of doubt, Purchaser shall be responsible for preparing and filing all Tax Returns of the Company (other than the Seller Tax Returns) that are required to be filed after Closing.

• The Sellers shall cause all Seller Tax Returns to be prepared on a basis consistent with the past custom and practice of the Company unless Exh.

More Definitions of Seller Tax Returns

Seller Tax Returns has the meaning set forth in Section 7.03(c).

Seller Tax Returns means all material federal, state, local, foreign and other applicable Tax returns or declarations of estimated Tax reports required to be filed by Seller (without regard to extensions of time permitted by law or otherwise).

Seller Tax Returns has the meaning given to it in Section 6.2(a)(ii).

Seller Tax Returns is defined in Section 8.6.2.

Seller Tax Returns has the meaning ascribed to such term in Section 9.2(a).

Seller Tax Returns means (a) any Tax Return that includes one or more of the Acquired Companies or Related Consolidated Entities, on the one hand, and one or more members of the Seller Group, on the other hand, and (b) to the extent not described in clause (a), all Income Tax Returns that are filed or required to be filed by one or more of the Acquired Companies or Related Consolidated Entities for all taxable periods ending on or prior to the Closing Date.

Seller Tax Returns. With respect to Tax Returns described in clause (B) of the first sentence of this Section 8.2(b)(i), Seller shall (1) prepare and timely file any such Tax Returns in a manner consistent with past practice, except as required under this Agreement or as required by applicable Law and (2) provide such Tax Return to Buyer for its review and comment not later than 20 days prior to the due date for such Tax Return and shall consider in good faith any reasonable comments provided by Buyer no later than 20 days after receipt of such Tax Return (or, if earlier, 10 days prior to the due date for such Tax Return) with respect to such Tax Returns. Seller shall timely pay all Taxes due and payable with respect to any Seller Tax Return. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to either Company after the Closing Date (such Tax Returns, “Buyer Tax Returns”). To the extent any Buyer Tax Return includes a taxable period (or portion thereof) for which Seller would be responsible pursuant to Section 8.2(e), Buyer shall (i) prepare and timely file any such Buyer Tax Returns in a manner consistent with past practice, except as required under this Agreement or as required by applicable Law and (ii) provide such Buyer Tax Return to Seller for its approval (not to be unreasonably withheld, conditioned or delayed) not later than 20 days prior to the due date for such Buyer Tax Return, with Seller’s response to be provided no later than 20 days after receipt of such Tax Return (or, if earlier, 10 days prior to the due date for such Tax Return). Seller shall, in accordance with Section 8.2(e)(iii), timely reimburse Buyer for all Taxes due and payable with respect to any such Buyer Tax Return to the extent Seller is liable for such Taxes pursuant to Section 8.2(e). (ii) Notwithstanding anything to the contrary contained or implied in this Agreement, after the Closing Date, neither Buyer nor any Affiliate of Buyer (including, after the Closing, the Companies) shall, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), grant any extension of any statute of limitation, or file or cause to be filed (A) any amended Tax Return, (B) any claim for Tax refund or (C) any Tax election, with respect to the Companies (or relating to its income, properties or operations), if any such gran...