Buyer Tax Return definition

Buyer Tax Return has the meaning specified in Section 8.2(b)(i).
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Buyer Tax Return shall have the meaning set forth in Section 5.5(b)
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Buyer Tax Return shall have the meaning set forth in Section 10.1(a).
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Examples of Buyer Tax Return in a sentence

  • The smolt tanks effluent flow consists of approximately 6,400 gpm, for a total smolt field effluent flow of approximately 7,000 gpm.

  • Seller shall reimburse Buyer for an amount equal to the portion of unpaid Taxes that are due with a Buyer Tax Return to the extent that such Taxes are allocable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on and including the Closing Date (determined in accordance with Section REF _Ref456011616 \w \h \* MERGEFORMAT 6.5(c)), within ten days of Buyer’s providing Tax Returns and work papers establishing such liability.

  • If the Independent Auditor’s resolution of the dispute necessitates that a Buyer Tax Return filed in accordance with the immediately preceding sentence be amended, then Buyer shall cause an amended Buyer Tax Return to be filed that reflects such resolution.

  • Any Buyer Tax Return of a non-U.S. Subsidiary filed in accordance with this Section 10.1 with respect to a Pre-Closing Tax Period shall be prepared in accordance with past practices of such Subsidiary to the extent such practices are at least “more likely than not” to be upheld under applicable Law.

  • Failure to file a Tax Return that would be a Buyer Tax Return shall not limit the Seller’s indemnification obligation for Indemnified Taxes under Section 9.01 in any case that such non-filing is consistent with the prior practice of the Company in respect of the similar Tax Return in the immediately preceding taxable period.

  • Last December 2007 Ipsen and Galderma entered into another partnership for the exclusive promotion and distribution of Ipsen’s botulinum toxin type A product, for use in aesthetic medicine and dermatological indications in Brazil, Argentina and Paraguay.

  • With respect to any Buyer Tax Return that is not an Income Tax Return and shows an Indemnified Tax or that relates to a Pre-Closing Tax Period or Straddle Period, at least fifteen (15) days prior to the due date of such Tax Return the Buyer shall provide a draft of such Tax Return to Seller Parties for the Seller Parties’ review and comment.

  • Notwithstanding anything to the contrary in this Section 5.4(b)(ii), Buyer shall be entitled to file on behalf of the Sale Entities, or cause to be filed, the applicable Buyer Tax Return without having incorporated the disagreed upon changes to avoid a late filing of such Buyer Tax Return.

  • Buyer shall deliver to Seller any such Buyer Tax Return for Seller’s review at least forty-five (45) days before the date on which such Buyer Tax Return is required to be filed (taking into account applicable extensions), or as soon as reasonably possible if the Buyer Tax Return is required to be filed within ninety (90) days following the Closing Date.

  • Buyer shall cause to be paid to the appropriate Tax Authority the amount of Taxes shown to be due on each Buyer Tax Return.

Related to Buyer Tax Return

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

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

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

  • 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.

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

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

  • 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.

  • 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.

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

  • Transfer Tax means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

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

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • 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 .

  • 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 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.

  • After-Tax Basis means, with respect to any payment to be received, the amount of such payment increased so that, after deduction of the amount of all taxes required to be paid by the recipient calculated at the then maximum marginal rates generally applicable to Persons of the same type as the recipients with respect to the receipt by the recipient of such amounts (less any tax savings realized as a result of the payment of the indemnified amount), such increased payment (as so reduced) is equal to the payment otherwise required to be made.

  • Transfer Taxes has the meaning set forth in Section 6.05.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • 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).

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

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

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

  • 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.

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

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

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