Examples of Purchaser Tax Act in a sentence

We may introduce fees and additional terms of use relating to the Online Service and the BIP System or make changes to terms in accordance with clause 26.
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.
Notwithstanding anything to the contrary in this Agreement, Seller shall not have any indemnification obligation to Purchaser or any Affiliate of Purchaser under this Agreement for any Taxes resulting from a Purchaser Tax Act.
Notwithstanding anything to the contrary contained in this Agreement, there shall be no right to indemnification under this Agreement if the Damages arise from any liability for Taxes, to the extent such liability is attributable to a Purchaser Tax Act or is, or can be, reduced by any net operating or capital loss carryforward or carryback of the Companies arising in a Pre-Closing Tax Return and Purchaser is not required to make any payment with respect to such liability for Taxes.

More Definitions of Purchaser Tax Act

Purchaser Tax Act shall have the meaning set forth in Section 9.6.1.1.

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 (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 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 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, 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 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.