Seller Consolidated Tax Return definition

Seller Consolidated Tax Return means any Consolidated Tax Return that includes a Sale Entity, on the one hand, and Seller or any Affiliate of Seller (other than another Sale Entity), on the other hand.
Sample 1Sample 2Sample 3
Seller Consolidated Tax Return means any Tax Return with respect to any federal, state, provincial, local or foreign Taxes that are paid on an affiliated, consolidated, combined, unitary or similar basis and that include Company or any Company Subsidiary on the one hand, and Seller or any Affiliate of Seller (other than the Company or the Company Subsidiaries) on the other hand.
Sample 1Sample 2Sample 3
Seller Consolidated Tax Return means any consolidated, combined, affiliated, unitary or similar Tax Return for a Seller Tax Group (including, for the avoidance of doubt, any such Tax Return for a Tax period during which the Company was a member of a Seller Tax Group for all or part of such Tax period).
Sample 1Sample 2

Examples of Seller Consolidated Tax Return in a sentence

  • In no event will Buyer or any Affiliate of Buyer have any rights or access to any Tax Return or other Tax information of Seller’s Affiliated Group that does not relate to the Sale Entities, including, for the avoidance of doubt, any Seller Consolidated Tax Return (other than pro forma returns or separate company returns of the Sale Entities, which Buyer reasonably requests).

  • If this election is so made, Seller shall timely provide Buyer with a copy of the “Section 1.1502-36 Statement” that Seller Parent files with the Seller Consolidated Tax Return in connection with the election.

  • For the avoidance of doubt, this Section 8.1(b) shall not apply to any Seller Consolidated Tax Return, which shall be subject to the sole control of Seller.

  • Notwithstanding anything to the contrary in this Agreement, in no event shall Seller or any of its Affiliates be required to disclose or provide access to any Tax Return of a member of the Seller Group or any Seller Consolidated Tax Return.

  • Notwithstanding anything to the contrary in this Agreement, such cooperation shall not include disclosure of, and neither Purchaser nor any of its Affiliates shall be entitled to any Tax Return (or copy thereof) of Seller or any of its respective Affiliates (other than relating to a Transferred Entity or the Business) or any Seller Consolidated Tax Return.

  • Without limiting the foregoing, Buyer shall deliver (or cause an Acquired Group Company to deliver) to Seller the Tax Package for the taxable year ending on the date of this Agreement no later than forty-five (45) days before the date a Seller Consolidated Tax Return will be filed by Seller or its Affiliates.

  • Without limiting the foregoing, Buyer shall deliver (or cause the Company to deliver) to Seller the Tax Package for the taxable year ending on the Closing Date no later than thirty (30) days before the date a Seller Consolidated Tax Return will be filed by Seller or its Affiliates.

  • Seller and its Affiliates shall determine in their sole discretion whether to file any such Seller Consolidated Tax Return for a taxable period of an Acquired Group Company ending on or before the date of this Agreement on an affiliated, consolidated, combined or unitary basis if the filing of an affiliated, consolidated, combined or unitary Tax Return for such period is elective under applicable Law.

  • Buyer shall not amend or revoke any Seller Consolidated Tax Return for any taxable period ending on or before, or including, the date of this Agreement (or any notification or election relating thereto) without the prior written consent of Seller.

  • Such cooperation and information will include providing copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations by Tax authorities; provided, that in no event shall Seller be required to provide Buyer with any Seller Consolidated Tax Return.


More Definitions of Seller Consolidated Tax Return

Seller Consolidated Tax Return means all Tax Returns with respect to any Seller Consolidated Group.
Sample 1Sample 2
Seller Consolidated Tax Return means any Consolidated Tax Return that includes a Sale Entity, on the one hand, and Seller or any Affiliate of Seller (other than another Sale Entity), on the other hand. “Seller Existing Assets” means any of Seller’s or its Affiliates’ assets and businesses as of the Effective Date, excluding (a) the Sale Entities after the Closing and (b) Public Service Company of North Carolina, Incorporated, a South Carolina corporation, and Questar Gas Company, Wexpro Company, Wexpro II Company, Wexpro Development Company, Questar InfoComm Inc., Dominion Gas Projects Company,LLC and Dominion Energy Wexpro Services Company, and their respective Subsidiaries, in each case, after the closing of the sale of such entities to an Affiliate of Buyer. “Seller Indemnified Parties” has the meaning set forth in Section 10.1(b). “Seller LTI Award” has the meaning set forth in Section 5.6(c). “Seller Non-Income Return” has the meaning set forth in Section 5.3(b)(i). “Seller Pre-Closing Taxes” has the meaning set forth in Section 5.3(b)(i). “Seller Releasing Parties” has the meaning set forth in Section 11.16. “Seller Return” has the meaning set forth in Section 5.3(b)(i). “Seller Straddle Taxes” has the meaning set forth in Section 5.3(b)(i). “Seller’s Counsel” means McGuireWoods LLP. “Seller’s Knowledge” means the actual knowledge (as opposed to any constructive or imputed knowledge) after due inquiry of the Persons listed on Schedule 1.1(f). 14 4894-6761-6617 v.11 “Services Agreement” means that certain DES Services Agreement, dated January 1, 2018, entered into between The East Ohio Gas Company and Dominion Energy Services, Inc. “Shares” has the meaning set forth in the Recitals. “Significant Subsidiaries” means the entities identified as “Significant Subsidiaries” on Schedule 1.1(g). “State Regulatory Approval” means any required consent or approval of the Governmental Authorities set forth on Schedule 1.1(h) of the change of control of the Sale Entities and the Contemplated Transactions. “Stock Power” means the Stock Power to be dated as of the Closing Date and executed by Seller, substantially in the form attached hereto as Exhibit A. “Straddle Period” means any Taxable Period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” of a Person means (a) any corporation, association or other business entity (whether or not incorporated) of which fifty percent (50%) or more of the total voting power of shares or other voting securities outstandin...
Sample 1
Seller Consolidated Tax Return means any Consolidated Tax Return that includes a Sale Entity, on the one hand, and Seller or any Affiliate of Seller (other than another Sale Entity), on the other hand. “Seller Existing Assets” means any of Seller’s or its Affiliates’ assets and businesses as of the Effective Date, excluding (a) the Sale Entities after the Closing and (b) Public Service Company of North Carolina, Incorporated, a South Carolina corporation, and Dominion Energy Questar Corporation, a Utah corporation, and their respective Subsidiaries, in each case, after the closing of the sale of such entities to an Affiliate of Buyer. “Seller Indemnified Parties” has the meaning set forth in Section 10.1(b). “Seller LTI Award” has the meaning set forth in Section 5.6(c). “Seller Non-Income Return” has the meaning set forth in Section 5.3(b)(i). “Seller Pre-Closing Taxes” has the meaning set forth in Section 5.3(b)(i). “Seller Releasing Parties” has the meaning set forth in Section 11.16. 14 “Seller Return” has the meaning set forth in Section 5.3(b)(i). “Seller Straddle Taxes” has the meaning set forth in Section 5.3(b)(ii). “Seller’s Counsel” means McGuireWoods LLP. “Seller’s Knowledge” means the actual knowledge (as opposed to any constructive or imputed knowledge) after due inquiry of the Persons listed on Schedule 1.1(f). “Services Agreement” means that certain DES Services Agreement, dated January 1, 2018, entered into between Questar Gas Company and Dominion Energy Services, Inc. “Significant Subsidiaries” means the entities identified as “Significant Subsidiaries” on Schedule 1.1(g). “State Regulatory Approval” means any required consent or approval of the Governmental Authorities set forth on Schedule 1.1(h) of the change of control of the Sale Entities and the Contemplated Transactions. “Straddle Period” means any Taxable Period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” of a Person means (a) any corporation, association or other business entity (whether or not incorporated) of which fifty percent (50%) or more of the total voting power of shares or other voting securities outstanding thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof), and (b) any partnership or limited liability company of which such Person or one or more of the other Subsidiaries of such Person (or any combination thereof) is a general partner or manag...
Sample 1
Seller Consolidated Tax Return has the meaning set forth in Section 3.9(g).
Sample 1
Seller Consolidated Tax Return has the meaning set forth in Section 4.1(a).
Sample 1

Related to Seller Consolidated Tax Return

  • Consolidated Tax Expense means, for any period, the tax expense of Holdings and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • 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.

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • Consolidated Depreciation and Amortization Charges means, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

  • Consolidated Tangible Assets means, with respect to any Person as of any date, the amount which, in accordance with GAAP, would be set forth under the caption “Total Assets” (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, less all goodwill, patents, tradenames, trademarks, copyrights, franchises, experimental expenses, organization expenses and any other amounts classified as intangible assets in accordance with GAAP.

  • Total Consolidated Assets means, at any time, the total assets appearing on the most recently prepared consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of the most recent fiscal quarter of the Company and its Consolidated Subsidiaries for which such balance sheet is available, prepared in accordance with GAAP.

  • 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 .

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

  • Cumulative Consolidated Net Income means, for any period, Consolidated Net Income for such period, taken as a single accounting period. Cumulative Consolidated Net Income may be a positive or negative amount.

  • Consolidated Tangible Net Worth means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Borrower and its Subsidiaries on that date minus the Intangible Assets of the Borrower and its Subsidiaries on that date.

  • Tax roll means a permanent record of the taxes charged on property, as extended

  • Consolidated Cash Taxes means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the aggregate of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

  • Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:

  • Consolidated Depreciation and Amortization Expense means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees or costs, capitalized expenditures, customer acquisition costs and incentive payments, conversion costs and contract acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and amortization of favorable or unfavorable lease assets or liabilities, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

  • Consolidated Income Tax Expense means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

  • 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.

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

  • Consolidated Depreciation Expense means, for any period, the depreciation expense of Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

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

  • 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.

  • Agreement combined tax rate means the sum of the tax rates:

  • Consolidated Cash Interest Charges means, for any Measurement Period, all Consolidated Interest Charges paid or payable in cash by Holdings and its Subsidiaries on a consolidated basis.

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

  • Adjusted Consolidated Net Income means, for any period, Consolidated Net Income for such period plus the sum of the amount of all net non-cash charges (including, without limitation, depreciation, amortization, deferred tax expense and non-cash interest expense) and net non-cash losses which were included in arriving at Consolidated Net Income for such period, less the amount of all net non-cash gains and non-cash credits which were included in arriving at Consolidated Net Income for such period.

  • Consolidated Total Tangible Assets means, as of any date, the Consolidated Total Assets as of such date, less all goodwill and intangible assets determined in accordance with GAAP included in such Consolidated Total Assets.