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.
Except as otherwise required by Law, Purchaser shall not commit, and shall not cause or permit any Acquired Company or any of Purchaser’s Affiliates to commit, any Purchaser Tax Act.
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.
Seller will pay or cause to be paid to the relevant Governmental Authority all amounts required to be paid in respect of such Tax Returns as determined pursuant to this Section 11.1(a), to the extent not already taken into account in determining the Final Purchase Price or attributable to a 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 action taken by Purchaser or any of its Affiliates (including, after the Closing, the Company or any Company Subsidiary) following the Closing (including the portion of the Closing Date after the Closing) that results in any gain or income to the Seller Business Group, the Company, or any Company Subsidiary for a Pre-Closing Tax Period, other than an action (i) taken in the ordinary course of business, (ii) required by applicable Law, or (iii) required pursuant to this Agreement or any Transaction Agreement.
Purchaser Tax Act shall have the meaning set forth in Section 9.6.1.1.
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 (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).
Purchaser Tax Act means (i) any action taken (including any Tax election under Section 338(g) of the Code or otherwise, any restructuring, liquidation or Distribution of or from an Acquired Company, and any other transaction), (ii) any failure to act or (iii) any delay in acting, that would directly or indirectly result in EME or the relevant Seller or an Acquired Company (provided, however, that Section 7.9 shall be applied as if the foregoing words "Acquired Company" were replaced by "Controlled Acquired Company" in the definition of "Purchaser Tax Act") realizing taxable gain, income, loss or expense as a result of any U.S. or foreign federal, state, provincial or local Law, including the application of Sections 901, 951 or 1248 of the Code, provided that in each case the action, failure to act or delay in acting: (A) is of or by the Purchaser, an Affiliate of the Purchaser (including an Acquired Company) or any successor or assign of the Purchaser or such Affiliate of the Purchaser on or after the Closing, (B) is not required by Law, by an agreement to which EME, any of its Affiliates or any Acquired Company is a party prior to the Closing, or as a result of a settlement (to which EME has consented, such consent not to be unreasonably withheld or delayed) or final determination of a Tax audit or similar proceeding, (C) is not expressly and specifically set forth in this Agreement and, (D) has not been required under this Agreement or approved in writing by EME, an Affiliate of EME or a pertinent successor or assign of EME or such Affiliate of EME (other than the Purchaser, any Purchaser Designee, any Affiliate of either of the foregoing, and any of their respective successors and assigns (such approval not to be unreasonably withheld or delayed) and (E) is a transaction that occurs outside the Ordinary Course of Business (provided, however, that any restructuring or reorganization of an Acquired Company with effect during 2004 shall be considered outside the Ordinary Course of Business, and any such restructuring with effect after 2004 shall be considered within the Ordinary Course of Business); and provided further that any failure to act or delay in acting shall not be a Purchaser Tax Act unless, reasonably in advance of such failure to act or delay in acting, the Purchaser is informed in writing of the tax consequences of such failure to act or delay in acting.