Return Taxes definition
Examples of Return Taxes in a sentence
All payments made under this Section 4.2(b) shall be made not later than fifteen (15) Business Days following the latest of (i) the receipt of the applicable refund, credit or offset with respect to Return Taxes by FHI or the relevant member of the FHI Group, (ii) a determination that such payments are permitted under applicable United States banking laws and regulations and (iii) the receipt of any necessary bank regulatory approvals.
Except as otherwise specifically provided in this Agreement (including with respect to the Return Taxes and Unexpected Taxes), in the event there is a conflict between the provisions of the Tax Allocation Agreements and this Agreement, the provisions of the Tax Allocation Agreements shall control and govern.
PHI will charge the subsidiaries interest for late or underpaid Separate Return Taxes and Other Taxes based upon the requirements set forth in Section 4.5 of this Agreement.
Within thirty (30) days (twenty (20) days in the case of any Tax Return in respect of estimated Taxes) following Buyer’s receipt of such calculations, Buyer shall have the right to object to such calculations by written notice to Seller, but only to the extent relevant to the calculation of Taxes attributable to the transactions set forth in Steps 1 - 24 and 40 - 79 of the Steps Memo, Base Case Consolidated Return Taxes and Extraordinary Transaction Taxes.
To the extent not paid prior to the Closing Date, in the case of Separate Return Taxes of the Contributed Businesses for which Parent or LLC, respectively, is liable pursuant to Section 4.3, Parent or LLC, respectively, shall pay Newco as a contribution to capital the amount of such Taxes on or prior to the date such Taxes are due to the relevant Taxing Authority.
If Seller objects to such Pre-Closing Period Separate Return or calculation of Base Case Pre-Closing Separate Return Taxes, it shall notify Buyer in writing of the disputed item (or items) and the basis for its objection, and Seller and Buyer shall act in good faith to resolve any such dispute as promptly as practicable.
Within thirty (30) days (twenty (20) days in the case of any Tax Return in respect of estimated Taxes) following Seller’s receipt of such Pre-Closing Period Separate Return and calculation of Base Case Pre-Closing Separate Return Taxes, Seller shall have the right to object to such Pre-Closing Period Separate Return and calculation of Base Case Pre-Closing Separate Return Taxes by written notice to Buyer.
For the avoidance of doubt, Buyer shall not be permitted to object to Seller’s calculations of the Acquired Companies’ Taxes relating to ordinary course of business operations of the Acquired Companies, except to the extent that any such item increases the Taxes due and payable on any Seller Consolidated Return over the Base Case Consolidated Return Taxes determined with respect to any such Seller Consolidated Return.
Such Uncompensated Benefits potentially serve to reduce allocations of Consolidated Tax to such Subsidiaries in subsequent taxable years in which the Subsidiaries have positive Separate Return Taxes, or to reduce allocations of Consolidated Tax in prior years in which the Subsidiaries had positive Separate Return Taxes.
NAI shall also pay (or cause the NAI Contributed Entities to pay as each may be liable) the full amount of any Tax which is payable by the NAI Contributed Entities without the filing of a Tax Return ("Non- Return Taxes"), payment of which is due on or before the Closing Date.