Seller Tax Claim definition

Seller Tax Claim has the meaning set forth in Section 8.4.
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Seller Tax Claim has the meaning given in Section 6.4(h) .
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Seller Tax Claim. Section 8.4(e) “Sellers” Preamble “Sellers’ Disclosure Letter” Article IV “Sellers’ Representative” Section 7.7(a) “Straddle Period” Section 7.2(a) “Tax Claim” Section 8.4(e)
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Examples of Seller Tax Claim in a sentence

  • Buyer shall have the right (but not the duty) to participate in the defense of any Seller Tax Claim and to employ counsel, at its own expense, separate from the counsel employed by Seller in such Seller Tax Claim.


More Definitions of Seller Tax Claim

Seller Tax Claim is defined in Section 6.5(g). “Statement” is defined in Section 6.5(b)(i). “Straddle Period” means a taxable period (or, in the case of the Texas franchise Tax, a privilege period) that includes the Closing Date but does not end on the Closing Date. 11
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Related to Seller Tax Claim

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Tax Claim has the meaning set forth in Section 6.05.

  • Priority Non-Tax Claim means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

  • Priority Non-Tax Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.

  • Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • Section 510(b) Claim means any Claim against the Debtors arising from rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Indemnity Claim has the meaning set forth in Section 8.3.

  • Tax Claims means any Claim against the Participating CCAA Parties (or any one of them) for any Taxes in respect of any taxation year or period ending on or prior to the applicable Filing Date, and in any case where a taxation year or period commences on or prior to the applicable Filing Date, for any Taxes in respect of or attributable to the portion of the taxation period commencing prior to the applicable Filing Date and up to and including the applicable Filing Date. For greater certainty, a Tax Claim shall include, without limitation, (a) any and all Claims of any Taxing Authority in respect of transfer pricing adjustments and any Canadian or non- resident Tax related thereto, and (b) any Claims against any BL/Wabush Released Party in respect of such Taxes;

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Priority Tax Claims means Claims of governmental units of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • Unresolved Claim means a Claim, which at the relevant time, in whole or in part: (a) has not been Finally Determined to be a Proven Claim in accordance with the Amended Claims Procedure Order and this Plan; (b) is validly disputed in accordance with the Amended Claims Procedure Order; and/or (c) remains subject to review and for which a Notice of Allowance or Notice of Revision or Disallowance (each as defined in the Amended Claims Procedure Order) has not been issued to the Creditor in accordance with the Amended Claims Procedure Order as at the date of this Plan, in each of the foregoing clauses, including both as to proof and/or quantum;

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • After-Tax Basis means, with respect to any payment due to any Person, the amount of such payment supplemented by a further payment or payments so that the sum of all such payments, after reduction for all Taxes payable by such Person by reason of the receipt or accrual of such payments, shall be equal to the payment due to such Person.

  • Secured Tax Claim means any Secured Claim that, absent its secured status, would be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Code (determined irrespective of time limitations), including any related Secured Claim for penalties.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Payment Claim means the claim for payment made by the Contractor in accordance with this Contract.

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.