Seller Combined Return definition

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.
Sample 1Sample 2
Seller Combined Return means any Tax Return of a Seller Combined Group.
Sample 1Sample 2
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.
Sample 1

Examples of Seller Combined Return in a sentence

  • 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.

  • 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.

  • 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.

  • 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.

  • A microservices architecture divides big and complex systems into smaller and independent projects.

  • 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.

  • 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.


More Definitions of Seller Combined Return

Seller Combined Return has the meaning specified in Section 8.1(b).
Sample 1
Seller Combined Return means any Tax Return of a Seller Combined Group. “Seller Group” is defined in Section 13.1.
Sample 1
Seller Combined Return has the meaning set forth in Section 6.7(a).
Sample 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.
Sample 1

Related to Seller Combined Return

  • Combined Return means any Tax Return (other than for Federal Income Taxes) filed on a consolidated, combined (including nexus combination, worldwide combination, domestic combination, line of business combination or any other form of combination), unitary or Group Relief basis that includes activities of members of the ESG Group or the KBR Group, or both, as the case may be.

  • Consolidated Return means any Tax Return relating to Income Taxes filed pursuant to Section 1502 of the Code, or any comparable combined, consolidated, or unitary group Tax Return relating to Income Taxes filed under state or local tax law which, in each case, includes IDT and at least one subsidiary.

  • 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.

  • Combined Group means a group of corporations or other entities that files a Combined Return.

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

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

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

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period, e.g., a quarter) with respect to which any Tax may be imposed under any applicable Law.

  • Taxable Date means the date on which interest on the Note is first includable in gross income of the Lender thereof as a result of an Event of Taxability as such date is established pursuant to a Determination of Taxability.

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

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

  • SpinCo Separate Return means any Tax Return of or including any member of the Spinco Group (including any consolidated, combined, or unitary return) that does not include any member of the Remainco Group.

  • Current Return means the minimum fair combined rate of return on common equity required for

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

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

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

  • SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • 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.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Company Returns is defined in Section 3.15(a) of the Agreement.

  • 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.