Buyer Tax Group definition

Buyer Tax Group means the affiliated group, within the meaning of Section 1504(a) of the Code, of which Buyer is the common parent.
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Buyer Tax Group means any consolidated, combined, unitary or similar Tax group of which Buyer or any of its Affiliates (other than the Company) is the common parent.
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Buyer Tax Group has the meaning specified in Section 8.1(a)(vi).
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Examples of Buyer Tax Group in a sentence

  • Buyer Tax Group shall, and shall cause the Company to, promptly take all reasonable actions (including those actions reasonably requested by the Sellers’ Representative) to file for and obtain any Seller Tax Refund.

  • To the extent that any member of the Buyer Tax Group receives or utilizes any Seller Tax Refund, Buyer shall pay to Holdco such Seller Tax Refund within fifteen (15) days of such Seller Tax Refund or the filing of any Tax Return utilizing such Seller Tax Refund (in the form of a credit, reduction or offset to Taxes otherwise payable), as the case may be, for further distribution to Owners in accordance with their respective Ownership Pro Rata Percentages.

  • Buyer shall be required to claim, and to cause the other members of the Buyer Tax Group to claim, a deduction or similar Tax item (and to claim no income, gain or similar Tax item) with respect to a Transaction Tax Deduction in accordance with the provisions of Section 8.1(a)(v)(A) and in accordance with Schedule 8.1(a)(v).


More Definitions of Buyer Tax Group

Buyer Tax Group has the meaning specified in Section 8.1(a)(v)(A).
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Buyer Tax Group has the meaning set forth in Section 5.15(h).
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Buyer Tax Group means the affiliated group, within the meaning of Section 1504(a) of the Code, of which Buyer is the common parent. (ii) "Independent Accountants" means Xxxxxx Xxxxxxxx & Co. (iii) "Pre-Closing Period" means any taxable period, including that portion of any Straddle Period, which ends on or before the Effective Time. (iv) "Section 338(h)(10) Election" means the election to be made by Buyer and Seller pursuant to Section 338(h)(10) of the Code, as described in Section 5.8(b) hereof. (v) "Straddle Period" means any taxable period that includes (but does not end on) the Closing Date. (b) Section 338(h)(10)
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Buyer Tax Group means the Affiliated Group of which the Buyer or Team Health Holdings, L.L.C. is the common parent.
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Related to Buyer Tax Group

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

  • Tax Group has the meaning set forth in Section 7.06(h)(iii).

  • 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.

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

  • Transaction Taxes has the meaning set forth in Section 6.01.

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

  • 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.

  • Transfer Tax means any transfer, recording, registration and other fees and any similar taxes that become payable in connection with the Transactions (together with any related interest, penalties or additions to such taxes).

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

  • Straddle Tax Period means any taxable period beginning on or before and ending after the Closing Date.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • 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.

  • Transfer Taxes means any and all transfer, documentary, sales, use, gross receipts, stamp, registration, value added, recording, escrow and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (including any real property or leasehold interest transfer or gains tax and any similar Tax).

  • Xxxx Group means collectively Xxxx Capital Fund V, L.P., Xxxx Capital Fund V-B, L.P., BCIP Associates, BCIP Trust Associates, L.P. and Xxxxxxxx Street Partners.

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

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • 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.

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

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • 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.

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.

  • Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.

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

  • Xxxxx Group means Xxxxx and any Affiliate of Xxxxx.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.