Buyer Prepared Tax Return definition

Buyer Prepared Tax Return has the meaning set forth in Section 11.1(a).
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Buyer Prepared Tax Return has the meaning set forth in Section 9.11(h).
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Buyer Prepared Tax Return has the meaning set forth in Section 4.14(b)(ii).
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Examples of Buyer Prepared Tax Return in a sentence

  • As soon as reasonably practicable (which, in the case of income Tax Returns, shall be within fifteen (15) days) following the Sellers’ Representative’s receipt of any such Buyer Prepared Tax Return, the Sellers’ Representative shall notify Buyer in writing with any comments to such Buyer Prepared Tax Return.

  • If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority.

  • At least twenty (20) days prior to filing any Pre-Closing Buyer Prepared Tax Return, Buyer shall submit a draft of such Pre-Closing Buyer Prepared Tax Return to Sapphire for Sapphire’s review and comment and shall incorporate any reasonable comments of Sapphire provided no later than ten (10) days prior to filing any such Straddle Period Tax Return.

  • At least thirty (30) days prior to the date (including extensions) on which any such Buyer Prepared Tax Return is due, Boxlight Group shall submit such Tax Return (together with, to the extent reasonably requested by the Sellers, supporting documentation) to the Sellers for its review and comment.

  • Any such Buyer Prepared Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or any accounting method.

  • Seller shall reimburse Buyer for any Seller Taxes paid with respect to a Buyer Prepared Tax Return or with respect to a Tax Return of the Company relating to a Straddle Period within five days after payment of such Taxes by the Company.

  • Each Buyer Prepared Tax Return that is an income Tax Return (a “Buyer Prepared Income Tax Return”) shall be submitted to the Sellers’ Representative for the Sellers’ Representative’s review and comment at least twenty (20) days prior to the due date of such Buyer Prepared Income Tax Return (taking into account extensions).

  • No later than three (3) Business Days before the due date of such Buyer Prepared Tax Return, Select shall pay to Buyer the dollar amount of Taxes shown on such Buyer Prepared Return (as revised to included such reasonable comments, if applicable), but only to the extent such Taxes are allocable to either Seller under the principles of Section 5.4(g).

  • Buyer shall deliver to the Stockholders’ Committee draft copies of each such material Buyer- Prepared Tax Return no later than thirty (30) days prior to the date for filing such Buyer-Prepared Tax Return, including applicable extensions.

  • If Seller objects to any item on any such Reviewable Buyer Prepared Tax Return, it shall, within 10 days after delivery of such Reviewable Buyer Prepared Tax Return, notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection.


More Definitions of Buyer Prepared Tax Return

Buyer Prepared Tax Return shall have the meaning set forth in Section
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Buyer Prepared Tax Return has the meaning set forth in Section 2.3(b). “Cash and Cash Equivalents ” means, without double counting, the aggregate amount of all cash and cash equivalents of the Acquired Companies as of the Closing Date. “Claim ” has the meaning set forth in Section 7.3(a). “Closing ” has the meaning set forth in Section 2.1. “Closing Date ” has the meaning set forth in Section 2.1. “Code ” means the United States Internal Revenue Code of 1986, as amended. “Company Loan Documents ” means the loan agreements, credit and financing agreements, indentures, guarantees, subordination agreements, Company Loan Notes, note purchase agreements, mortgages, deeds of trust, security agreements (including pledge and control agreements), financing statements, intercreditor agreements, mortgage, sale and servicing agreements, acquisition agreements, intercreditor agreements and other instruments, insurance policies, assumption or substitution agreements, side letters and documents affecting the Acquired Companies’ ownership, economic or other rights with respect to the Company Loans or in which an Acquired Company has an interest, in connection with the Company Loans, in each case, together with all amendments and modifications thereto and any reports or documents 30
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Related to Buyer Prepared Tax Return

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • 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.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Tax Returns means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.

  • Tax Package has the meaning assigned in Section 6.01(b);

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

  • Consolidated Tax Expense means, for any period, the tax expense of Holdings and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • Tax Authority means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

  • Agreement combined tax rate means the sum of the tax rates:

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  • United States Tax Compliance Certificate has the meaning specified in Section 3.01.

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • Taxing Authority means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.

  • Other Tax means any Federal Other Tax, State Other Tax, or Foreign Other Tax.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.