SALT Election definition

SALT Election means any election (or deemed election or application of applicable Tax Law) under applicable state or local income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable for any state or local income Tax Liability under applicable state or local income Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made (or deemed to have been made or such Tax Law had not applied) (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75).

SALT Election means an election under applicable state or local Income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable for any state or local Tax Liability under applicable state or local Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made, including any such Income Tax Liability that is imposed on the Company as a matter of state or local Income Tax Law and for which an affirmative election is not required (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020-75).

SALT Election means an election under applicable state or local income Tax Law made by or with respect to the Company pursuant to which the Company will incur or otherwise be liable for any state or local Tax liability under applicable state or local Tax Law that would have been borne (in whole or in part) by the direct or indirect equity owners of the Company had no such election been made (e.g., any “Specified Income Tax Payment” as defined by IRS Notice 2020- 75). “Securities Act” means the Securities Act of 1933, as amended. “Seller” has the meaning set forth in the recitals. “Seller Parties” has the meaning set forth in Section 9.17(a). “Software” means computer programs, firmware, software, including object code, source code, executable code, and related documentation.

Examples of SALT Election in a sentence

• Except as set forth on Section 3.6(o) of the Disclosure Schedule, Parent has not made a SALT Election for any taxable year.

• The Company shall not make a SALT Election for a taxable period that included a Pre-Closing Tax Period unless the Taxes resulting from such SALT Election: (i) are included in the final determination of the Final Adjustment Amount; or (ii) are allocated solely to the Parent and paid (or reimbursed) by the Parent on or before the applicable due date for such Taxes.

• Seller agrees that in any case where there is no material Tax detriment to the Seller Parties from so doing, Seller shall make any SALT Election (rather than requesting that the Company make such election) for a Pre-Closing Tax Period available to Seller.

• Terada, J.† present address: Insititute of Physics, University of Tsukuba, Tennodai, Tsukuba 305-8571,Japan1 M.

More Definitions of SALT Election

SALT Election means any election under applicable state or local income Tax Law made by or with respect to any Acquired Company Group Member that is classified as a partnership or S corporation (as defined in Section 1361 of the Code or analogous state or local income Tax law) for U.S. federal or state income Tax purposes or any disregarded entity whose regarded owner is a partnership or S corporation, pursuant to which an applicable Acquired Company Group Member will incur or otherwise be liable for any state or local income Tax liability under applicable state or local income Tax law that would have been borne (in whole or in part) by the direct or indirect equity owners of such applicable Acquired Company Group Member had no such election been made.