Seller Combined Return definition

Seller Combined Return means any Tax Return of a Seller Combined Group.

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Seller Combined Return means any Tax Return of or otherwise including any one or more of Seller or its Affiliates, including any Tax Return in which an Acquired Group Company joins with any one or more of Seller or its Affiliates to file a consolidated, combined or unitary Tax Return, provided however that neither a separate Tax Return of an Acquired Group Company nor a consolidated, combined or unitary Tax Return that includes only Acquired Group Companies and does not also include either Seller or one or more Affiliates of Seller that is not an Acquired Group Company shall be considered a Seller Combined Return.

Seller Combined Return means any Tax Return in respect of any affiliated, combined, consolidated, unitary or similar group, including any affiliated group within the meaning of Section 1504 of the Code electing to file consolidated federal income Tax Returns and any similar group under state, local or foreign Tax Law, in each case, of which (i) Seller or any Affiliate of Seller (other than any Company or GMMV), on the one hand, and (ii) any of the Companies or GMMV, on the other hand, is or was a member on or prior to the Closing Date.

Examples of Seller Combined Return in a sentence

Notwithstanding anything to the contrary in this Agreement, Buyer shall have sole and exclusive control over any Tax Claim with respect to any Buyer Combined Return and Seller shall have sole and exclusive control over any Tax Claim with respect to any Seller Combined Return.
Each Seller Combined Return shall be prepared on a basis consistent with past practice except to the extent otherwise required by applicable Law.
For the avoidance of doubt, notwithstanding any other provision of this Agreement, but except as required by applicable Law, Buyer shall not carry back any losses of the Acquired Group Companies to a Seller Combined Return for a Pre-Closing Tax Period.
Sellers’ Representative shall, reasonably in advance of the due date of each Seller Combined Return (taking into account any applicable extensions), deliver a draft of such Seller Combined Return, together with all supporting documentation and workpapers, to Purchaser for its review and comment, and Sellers’ Representative will cause such Seller Combined Return (as revised to incorporate Purchaser’s reasonable comments) to be timely filed and provide a copy thereof to Purchaser.
Seller and its Affiliates shall determine in their sole discretion whether to file any such Seller Combined Return (and any amendment thereof) for a taxable period of an Acquired Group Company ending on or before the Closing Date if the filing of a Seller Combined Return for such period is elective under applicable Law.
No provision of this Agreement shall be construed to require Seller or Buyer to provide to any Person any right to access or to review any Seller Combined Return or Buyer Combined Return, as applicable, or any Tax workpapers related thereto.
In the case of a Tax Claim that relates to a Pre-Closing Tax Period (other than in respect of a Straddle Period or any Seller Combined Return), Seller (at Seller’s expense) shall control the conduct and settlement of such Tax Claim, and Buyer shall have the right, but not the obligation, to participate (at Buyer’s expense and by employing counsel of its choosing) in any such Tax Claim.

More Definitions of Seller Combined Return

Seller Combined Return means any Tax Return of a Seller Combined Group. “Seller Group” is defined in Section 13.1.

Seller Combined Return means any Tax Return of a Seller Combined Group for which a Seller or an Affiliate of Seller (other than a member of such Seller’s Subject Company Group) is the reporting entity, including the Texas franchise Tax Returns of the Seller Combined Group of each Seller for the taxable period that includes the Closing Date, which, for the avoidance of doubt, shall include the activities of each member of such Seller’s Subject Company Group for the period from January 1 of such taxable year through the Closing Date.

Seller Combined Return has the meaning set forth in Section 6.7(a).

Seller Combined Return has the meaning specified in Section 8.1(b).