Seller Prepared Tax Return definition

Seller Prepared Tax Return has the meaning ascribed to it in Section 8.1(b).
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Seller Prepared Tax Return has the meaning set forth in Section 5.06(b)(i).
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Seller Prepared Tax Return has the meaning Section 5.10(a)(i) specifies.
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Examples of Seller Prepared Tax Return in a sentence

  • At least thirty (30) days prior to the date (including extensions) on which any such Seller Prepared Tax Return is due, the Sellers shall submit such Seller Prepared Tax Return (together with, to the extent reasonably requested by Boxlight Group, supporting documentation) to Boxlight Group for its review and comment.

  • Seller shall permit Buyer to review and comment on each Seller Prepared Tax Return (and any supporting materials) prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by Buyer.

  • Seller shall consider in good faith any comments that Buyer submits to Seller and, to the extent agreed to by Seller, incorporate such comments into Seller Prepared Tax Return.

  • Seller shall deliver any such Tax Returns to Buyer for its review at least thirty (30) days prior to the due date for filing such Seller Prepared Tax Return.

  • All Income Taxes shown to be payable on any Seller Prepared Tax Return shall be promptly paid by Seller.

  • At least ten(10) days prior to filing any Seller Prepared Tax Return, Seller shall submit a copy of such Tax Return to Buyer for Buyer’s review and comment.

  • If Boxlight Group objects to any item of any such Seller Prepared Tax Return, Boxlight Group shall, within ten (10) days after delivery of such Seller Prepared Tax Return notify the Sellers in writing of such objection, specifying with particularity any such item and stating the specific factual or legal basis for any objection.

  • Seller shall promptly pay to Purchaser an amount equal to any Taxes shown as due on any Seller Prepared Tax Return or Purchaser Prepared Tax Return with respect to a Pre-Closing Tax Period no later than two Business Days prior to the date on which such Taxes are required to be paid to the applicable Governmental Authority.

  • The Company shall, and the Buyer shall cause the Company to, promptly and timely execute a Seller Prepared Tax Return to the extent required by applicable Law.

  • The Purchaser will cause the applicable Acquired Company to file such Seller Prepared Tax Return as amended without further change or modification.


More Definitions of Seller Prepared Tax Return

Seller Prepared Tax Return shall have the meaning set forth in Section 14.1(b).
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Seller Prepared Tax Return shall have the meaning set forth in Section 9.2(a) “Settlement Date” shall have the meaning set forth in Section 2.2(b)(ii)(C)
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Seller Prepared Tax Return has the meaning set forth in Section 2.3(b). “Solvent ” means, at any time with respect to any Person, on the applicable date of determination, such Person (a) is able to pay its debts as they mature and has (and has a reasonable basis to believe it will continue to have) sufficient capital (and not unreasonably small capital) to carry on its business consistent with its practices as of the Closing Date, and (b) the assets and properties of such Person at a fair valuation (and including as assets for this purpose at a fair valuation all rights of subrogation, contribution or indemnification arising pursuant to any guarantees given by such Person) are greater than the Indebtedness of such Person, and including subordinated and contingent liabilities computed at the amount which, such Person has a reasonable basis to believe, represents an amount which can reasonably be expected to become an actual or matured liability (and including as to contingent liabilities arising pursuant to any guarantee the face amount of such liability as reduced to reflect the probability of it becoming a matured liability). 36
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Seller Prepared Tax Return has the meaning set forth in Section 10.03(b).
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Seller Prepared Tax Return means any U.S. federal, state, local or non-U.S. Tax Return for any taxable period of any Company Group Member ending on or before the Closing Date which is due (giving effect to any permitted extensions) after the Closing Date (i) with respect to which such entity (x) is treated as an “S corporation,” as that term is defined in Section 1361(a) of the Code, or as a partnership for U.S. federal income Tax purposes or (y) is otherwise treated as a pass through entity for state, local, or non-U.S. income Tax purposes, or (ii) which constitutes an income, franchise or excise Tax Return of such Company Group Member with respect to which the expected Tax shown on such Tax Return for such period exceeds $1,000.
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Seller Prepared Tax Return has the meaning set forth in Section 7.2.
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Related to Seller Prepared Tax Return

  • 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.

  • 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 .

  • Income Tax Returns mean all Tax Returns that relate to Income Taxes.

  • Tax Returns The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

  • 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.

  • 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 Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

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

  • Tax Package has the meaning assigned in Section 6.01(b);

  • 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.

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

  • Tax Authority means, with respect to any Tax, the governmental entity or political subdivision, agency, commission or authority thereof that imposes such Tax, and the agency, commission or authority (if any) charged with the assessment, determination or collection of such Tax for such entity or subdivision.

  • Taxing Authority means any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.

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

  • Tax Information means information and/or properly completed and signed tax certifications sufficient to eliminate the imposition of or to determine the amount of any withholding of tax, including FATCA Withholding Tax.

  • 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 federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

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

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal franchise or income taxes paid or due to be paid during such period.

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • Related Taxes means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:

  • Relevant Tax Authority means HMRC, or, if applicable, the tax authority in the jurisdiction in which the Supplier is established;