Purchaser Tax Return definition

Purchaser Tax Return has the meaning set forth in Section 5.9(b).
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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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Purchaser Tax Return has the meaning set forth in Section 7.9(b). “Purchaser U.S. Holding Company” has the meaning set forth in the Recitals.
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Examples of Purchaser Tax Return in a sentence

  • Not later than five (5) days prior to the due date for payment of Taxes with respect to any Purchaser Tax Return, Seller shall pay to Purchaser the amount of any Seller Taxes with respect to such Tax Return.

  • Purchaser shall deliver to Seller for its review, comment and approval (which approval shall not be unreasonably withheld, conditioned or delayed) a copy of each Purchaser Tax Return at least twenty (20) days prior to the due date thereof (taking into account any extensions).

  • Each such Purchaser Tax Return shall be prepared in a manner consistent with past practice, except as otherwise required by any applicable federal, provincial or territorial tax laws.

  • Seller shall provide any comments to Purchaser within ten (10) days of receipt of any such Purchaser Tax Return and Purchaser shall revise such Purchaser Tax Return to reflect any reasonable comments received from Seller.

  • In the case of a Purchaser Tax Return relating to Taxes for a Straddle Period or as to which Taxes are otherwise the obligation of the Owner under Section 10.02(d) (“Post-Initial Closing Tax Returns”), the Purchaser shall prepare or cause to be prepared such Post-Initial Closing Tax Returns in a manner consistent with past practice and custom of the Company and its Subsidiaries except as otherwise required by Law.

  • The Purchaser shall cause the Acquired Companies or applicable Subsidiary to file each Purchaser Tax Return in the form prepared by the Purchaser, if the Sellers’ Agent has no comments, the form agreed to by the Purchaser and the Sellers’ Agent, if the Sellers’ Agent has comments, or the form determined by the Independent Accountant, if the Purchaser and the Sellers’ Agent are unable to agree on the form of such Purchaser Tax Return.

  • Depreciation must be computed on a straight-line basis over the expected useful life or remaining life of the item or facility regardless of whether the salvage value is zero or not zero.

  • The Seller Representative or the AMG Seller shall, no later than fifteen (15) days following receipt of each such Purchaser Tax Return, provide written notice (the “Tax Dispute Notice”) to Purchaser of any items in such Purchaser Tax Returns that the Seller Representative or the AMG Seller (as applicable) disputes in good faith including the reasons for such dispute.

  • Seller shall pay to Purchaser all amounts shown as due on each Straddle Period Combined Tax Return and Straddle Period Purchaser Tax Return that are allocable to Seller, determined in accordance with Section 6.3, not less than five (5) Business Days before the due date of each such Tax Return.

  • Not less than sixty (60) days prior to the due date of each Straddle Period Purchaser Tax Return, Purchaser shall provide Seller with written notice of any Tax position it expects take on such Tax Return that Purchaser does not in good faith believe is a Certain Tax Position.


More Definitions of Purchaser Tax Return

Purchaser Tax Return shall have the meaning specified in Section 6.3(c).
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Purchaser Tax Return has the meaning set forth in Section 7.3(a). “R&W Insurance Amount” shall mean the premium, underwriting costs, brokerage premium and Taxes related to the procurement of the R&W Insurance Policy. “R&W Insurance Policy” shall mean the representation and warranty insurance policy issued to Purchaser naming Purchaser or a Subsidiary thereof as the insured, which policy insures Purchaser for breaches of the representations and warranties given by the Company and Sellers under this Agreement.
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Purchaser Tax Return has the meaning set forth in Section 7.9(b). “Purchaser U.S. Holding Company” has the meaning set forth in the Recitals. “Real Property” has the meaning set forth in Section 3.8(b).
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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 in Section 4.1 (Organization, Standing and Authority), Section 4.2 (Corporate Authorization and Binding Effect), Section 4.3 (Regulatory Filings; No Defaults) Section 4.4 (No Brokers), Section 4.6 (Availability of Funds) and Section 4.7 (Investment).
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Related to Purchaser Tax Return

  • 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).

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

  • 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.

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

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

  • 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.

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

  • 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.

  • 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.

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

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

  • 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.

  • 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.

  • 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 .

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

  • 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.

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

  • 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.

  • 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.

  • 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.

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

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

  • 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).

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