Purchaser Tax Act definition
Purchaser Tax Act shall have the meaning set forth in Section 10.1(c).
Purchaser Tax Act shall have the meaning set forth in Section 7.1.
Purchaser Tax Act has the meaning set forth in Section 6.5(d)(i).
Examples of Purchaser Tax Act in a sentence
Notwithstanding the foregoing, Seller shall not indemnify, defend or hold harmless the Purchaser Indemnified Parties from any liability for Taxes attributable to a Purchaser Tax Act.
A Purchaser Tax Act shall mean any action specified in Schedule 10.6 attached hereto.
Within 10 Business Days after determining the amount of Tax for which Seller is responsible pursuant to this Agreement in respect of any Pre-Closing Period (including the pre-Closing portion of any Straddle Period), Seller will pay such amount to Purchaser (or, at the direction of Purchaser, the Company or another Affiliate of Purchaser), to the extent not already taken into account in determining the Final Purchase Price or attributable to a Purchaser Tax Act.
Notwithstanding anything expressed or implied herein to the contrary, Sellers shall not be responsible to indemnify, defend or hold harmless any Purchaser Indemnitee from any liability for Taxes attributable to a Purchaser Tax Act, or any increase in Taxes or loss of Tax benefits in any tax period that begins after the Closing Date, including any portion of a Straddle Period that begins after the Closing Date, resulting from the Purchaser’s direct or indirect ownership of the Company.
The Purchaser shall not and shall procure that none of its Affiliates (including the applicable Purchaser Designees and, after the Closing Date, the Controlled Acquired Companies), acting separately or in concert, shall cause or engage in any Purchaser Tax Act.
More Definitions of Purchaser Tax Act
Purchaser Tax Act means (i) a change in method of accounting, (ii) not keeping, maintaining or making available to any applicable Taxing authority the information, documents and accounting records that the Entities are obligated to keep, maintain and make available to such Taxing authorities as required by applicable Mexican Tax Law relating to a Pre-Closing Period; provided such information, documents and records need not be kept, maintained or made available only to the extent that such information, documents or records were not originally kept and maintained by the Entities, or (iii) an amendment to a Tax Return for a Pre-Closing Period by Purchaser or any of its Affiliates (including, after the Closing, the Entities), in each case that, following the Closing (including the portion of the Closing Date after the Closing), results in any gain or income to Seller or any of its non-Entity Affiliates for any taxable period or the Entities for a Pre-Closing Period (including the pre-Closing portion of any Straddle Period) in an amount that individually or in the aggregate equals or exceeds $35,000,000, other than an action (x) taken in the Ordinary Course of Business, (y) that is required in order to comply with applicable Laws, or (z) expressly permitted by this Agreement.
Purchaser Tax Act means (a) any (1) Tax election, (2) change in Tax accounting method, or (3) change in the Tax reporting treatment of any item, in each case that (A) is made by Purchaser or the Company (or either of their affiliates, successors or assigns) after the Closing, (B) is not required by Law or any Taxing authority, and (C) is the cause of any increase in income or a decrease in deductions or other allowances or credits for any taxable period ending on or before the Closing Date or for a Pre-Closing Straddle Period that results in an increase in Taxes for any such period; and (b) any action outside the ordinary course of business taken by or on behalf of the Company on the Closing Date after the Closing.
Purchaser Tax Act means any (a) Tax election, waiver or disclaimer, (b) change in Tax accounting method, or (c) change in the Tax reporting treatment of any item, in each case that (i) is made by Purchaser or its Affiliates (including the Companies) or any successor or assign of Purchaser or its Affiliates after the Closing Date, and for purposes of (a)-(c), includes any change to the Companies’ Tax reporting, treatment or Tax method as a result of the Companies being included in the Purchaser Group’s consolidated Tax Return after the Closing Date; (ii) is made with respect to the Companies or any of their successors or assigns, (iii) is not required by Law or any Taxing authority, (iv) has not been approved in writing by the Sellers’ Representative and (v) is the cause of any increase in income or a decrease in deductions or other allowance or credits for any taxable period ending on or before the Closing that results in an increase in Taxes for such period or for which the Sellers would be responsible under this Agreement, as well as any action outside the Ordinary Course of Business taken by or on behalf of the Companies on the Closing Date after the Closing.
Purchaser Tax Act means any voluntary action taken or transaction entered into after the Closing with respect to any of the Transferred Entities or their assets or liabilities, other than an action taken or transaction entered into (a) at the written instruction of, or with the prior written consent of, Sellers, (b) in the ordinary course of the business by the Transferred Entities, or (c) pursuant to a requirement of applicable Law or any contract or agreement entered into by the Transferred Entities prior to the Closing (including this Agreement).
Purchaser Tax Act means, with respect to Purchaser, any of its Affiliates, or any transferee of Purchaser or any of its Affiliates (including, on or after the Closing Date, any Acquired Company), (a) any election under Section 336(e) or 338 of the Code or any comparable election under applicable Law made with respect to any Acquired Company and this Agreement, or (b) except as provided in Section 6.04(b), Section 6.04(f), or as required by applicable Law, any Tax election, filing of any Tax Return or amendment of any Tax Return of an Acquired Company in respect of any Tax period ending on or before the Closing Date or (c) except as required by applicable Law, any action taken after the Closing on the Closing Date (other than as expressly provided in this Agreement) outside of the ordinary course of business that results in an increased Liability for Taxes of any Acquired Company in respect of a Tax period ending on or before the Closing Date, in each case without Seller’s prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed.
Purchaser Tax Act means (a) any Tax election under any provision of the Code or foreign Tax Law effective for any Pre-Closing Tax Period, which election is made after the Closing and is not expressly required by this Agreement or (b) any other action outside of the ordinary course of business that is taken on the Closing Date after the Closing, in each of clauses (a) and (b), by the Purchaser, any of its Affiliates (including the Transferred Subsidiaries), or any transferee of the Purchaser or any of its Affiliates (including the Transferred Subsidiaries), which election or action, as the case may be, would otherwise give rise to a Seller Tax indemnity obligation under Section 10.2(d), excluding, in each case, any such election or action (x) expressly required by this Agreement, (y) required by applicable Law, or (z) to which the Parent Seller consents.
Purchaser Tax Act means (i) any election made by Purchaser or any of its Affiliates under any Law that is effective for (or during) any Pre-Closing Tax Period and (ii) any other action or omission outside of the ordinary course of business by Purchaser or any of its Affiliates (including, after the Closing Date, the Transferred Company), in each case that increases any Taxes of the Seller Business or Seller Consolidated Group (excluding any such action or omission (A) expressly required by this Agreement or (B) effected with the written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed).