Purchaser Tax Period definition

Purchaser Tax Period means any taxable period beginning after the date hereof and, with respect to a Straddle Period, the portion of such taxable period beginning after the date hereof.
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Purchaser Tax Period means any taxable period beginning after the Closing Date and, with respect to a Straddle Period, the portion of such taxable period beginning after the Closing Date.
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Purchaser Tax Period means any taxable period beginning after the Closing Date and, with respect to a Straddle Period, the portion of such taxable period beginning after the Closing Date. “Purchaser Tax Return” has the meaning set forth in Section 5.9(b). “Purchaser’s Fundamental Warranties” means those representations and warranties set forth in Section 4.1 (Organization, Standing and Authority), Section 4.2 (Capital Structure), Section 4.3 (Corporate Authorization and Binding Effect), Section 4.4 (Regulatory Filings; No Defaults), Section 4.9 (Availability of Funds) and Section 4.10 (Investment) and, solely for purposes of Section 8.1, Section 4.8 (No Brokers). “Real Property” has the meaning set forth in Section 3.8(b). “Receiving Party” has the meaning set forth in Section 5.5. “Registered” means issued by, registered with, renewed by or the subject of a pending application before any Governmental Authority or internet domain name registrar. “Registration Rights Agreement” has the meaning set forth in Section 5.22. “Related Party Contracts” means any Contract by the Bank or any Transferred Subsidiary with either Seller or any of its Affiliates (other than the Bank or any Transferred Subsidiary). “Release” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal or leaching of any Hazardous Substance into the environment. “Replacement Award” has the meaning set forth in Section 5.10(h). “Reports” has the meaning set forth in Section 3.9(a)(iv). “Representatives” means, with respect to any Person, such Person’s, or such Person’s Subsidiaries’, directors, officers, employees, accountants, investment bankers, agents, attorneys and other advisors or representatives (including the employees or attorneys thereof). “Requisite Regulatory Approvals” has the meaning set forth in Section 5.3(a).
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Examples of Purchaser Tax Period in a sentence

  • In the event that, as a result of the resolution of any audit or Tax Proceeding, the amount of Purchaser Tax Period Carve-Out Entity Taxes would be increased or decreased, Seller or Purchaser shall promptly make adjusting payments, together with any interest, penalties, or additional amounts imposed by a Taxing Authority on Purchaser or the Company in respect of such audit or Tax Proceeding attributable to the Carve-Out Entities.

Related to Purchaser Tax Period

  • 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.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

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

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

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

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

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

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

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

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • 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).

  • 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.

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

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • 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.

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

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • 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.

  • 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.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

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

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.