Seller Tax Claim definition

Seller Tax Claim has the meaning set forth in Section 8.4.
Seller Tax Claim has the meaning given in Section 6.4(h) .
Seller Tax Claim. Section 8.4(e) “Sellers” Preamble “Sellers’ Disclosure LetterArticle IV “Sellers’ Representative” Section 7.7(a) “Straddle Period” Section 7.2(a) “Tax Claim” Section 8.4(e)

Examples of Seller Tax Claim in a sentence

  • If Seller assumes such defense, then Seller will have the authority, with respect to any Seller Tax Claim, to represent the interests of the Group member before the relevant Taxing Authority and Seller will have the right to control the defense, compromise or other resolution of any such Seller Tax Claim, subject to the limitations contained herein.

  • Seller may, at its expense, participate in and, to the extent that such Seller Tax Claim (i) relates to any Taxes for which Seller will reasonably be expected to bear responsibility to pay all or a portion of the Tax, or (ii) relates to a Tax taken into account in the calculation of the Purchase Price, and upon written notice to Buyer, assume the defense of any such Tax controversy (“Seller Tax Claim”).

  • Buyer will not enter into any settlement of or otherwise compromise any such Seller Tax Claim that may increase the Tax liability of Seller, without the prior written consent of the Seller, which consent will not be unreasonably withheld, conditioned or delayed.

  • Buyer will have the right (but not the duty) to participate in the defense of such Seller Tax Claim and to employ counsel, solely at its own expense, separate from the counsel employed by Seller.

  • Seller will keep Buyer reasonably informed with respect to the commencement, status and nature of any such Seller Tax Claim and will, in good faith, allow Buyer to consult with Seller regarding the conduct of or positions taken in any such proceeding.

  • If Sexxxx xecides not to assume the defense of any such Seller Tax Claim, then Buyer will keep Seller informed with respect to the commencement, status and nature of any such Seller Tax Claim and will, in good faith, allow Seller to consult with Buyer regarding the conduct of or positions taken in any such proceeding.

  • Seller will not enter into any settlement of or otherwise compromise any such Seller Tax Claim that may have an impact on any Group member Taxes after the Closing Date without the prior written consent of Buyer, which consent will not be unreasonably withheld, conditioned or delayed.


More Definitions of Seller Tax Claim

Seller Tax Claim is defined in Section 6.5(g). “Statement” is defined in Section 6.5(b)(i). “Straddle Period” means a taxable period (or, in the case of the Texas franchise Tax, a privilege period) that includes the Closing Date but does not end on the Closing Date. 11

Related to Seller Tax Claim

  • Tax Claim has the meaning set forth in Section 6.05.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • Section 510(b) Claim means any Claim against the Debtors arising from rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors, for damages arising from the purchase or sale of such a security, or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Priority Tax Claims means Claims of governmental units of the kind specified in section 507(a)(8) of the Bankruptcy Code.

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • 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.