Seller Tax Matter means (a) amending a Tax Return of the Acquired Entities for a Pre-Closing Tax Period or Straddle Period; (b) extending or waiving the applicable statute of limitations with respect to a Tax of the Acquired Entities for a Pre-Closing Tax Period or Straddle Period; (c) filing any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of the Acquired Entities for a Pre-Closing Tax Period; (d) any disclosure to, or discussions with, any Governmental Authority regarding any Tax or Tax Returns of the Acquired Entities for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date), including disclosure to, or discussions with, a Governmental Authority with respect to filing Tax Returns or paying Taxes for a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) in jurisdictions that the Acquired Entities do not file a Tax Return (or pay Taxes) for such periods; or (e) waiving the right to any Tax refund (or portion thereof) of any Acquired Entity for a Pre-Closing Tax Period or Straddle Period.
Seller Tax Matter has the meaning set forth in Section 4.7(a).
Seller Tax Matter means (a) amending a Tax Return of the Company for a Pre-Closing Tax Period; (b) entering into an agreement with a Governmental Authority that extends or waives the applicable statute of limitations with respect to a Tax of the Company for a Pre-Closing Tax Period; (c) filing any ruling request with any Governmental Authority that solely relates to Taxes or Tax Returns of the Company for a Pre-Closing Tax Period; or (d) waiving the right to any Tax refund (or portion thereof) of the Company for a Pre-Closing Tax Period; but excluding, in each case, any such action that does not result in an increased liability for Pre-Closing Tax Obligations or a reduction to a Tax refund otherwise payable to Seller under this Agreement.
Examples of Seller Tax Matter in a sentence
The Purchaser may participate at its own expense with respect to any Seller Tax Matter.
The Seller, at its sole cost and expense, shall have the right to control (including the selection of counsel) any audit or other proceeding of the Company in respect of a Seller Tax Matter (a “Tax Contest”) other than a Tax Contest relating to a Straddle Period.
Buyer shall not (and shall not cause or permit any Person, including the Company to) take, cause, agree to or otherwise initiate any Seller Tax Matter without the prior written consent of the Sellers Agent (which consent shall not be unreasonably withheld, conditioned or delayed).
Purchaser shall provide Sellers with notice of any written inquiries, audits, examinations or proposed adjustments by the Internal Revenue Service or any other Taxing Authority, which relate to any Seller Tax Matter within ten (10) days of the receipt of such notice.
Sellers shall have the right to control any Tax Contest with respect to Taxes and Returns that relate to any Flow-Through Return and Non-Flow-Through Returns (such tax matter, a “Seller Tax Matter”); provided, however, Sellers shall not settle any Tax Contest with respect to a Seller Tax Matter to the extent such settlement would have a Material Adverse Effect on Purchaser without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed.
More Definitions of Seller Tax Matter
Seller Tax Matter shall have the meaning set out in Section 12.2;
Seller Tax Matter has the meaning set forth in Section 7.7(f).
Seller Tax Matter means, except as required by Law, (a) filing, amending, re-filing or supplementing any Tax Return of any Acquired Entity with respect to any Pre-Closing Tax Period; (b) causing or permitting the change or adoption of any accounting method or convention or Tax position that shifts taxable income from a taxable period (or portion thereof) beginning after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date or that shifts deductions or losses from a taxable period (or portion thereof) ending on or before the Closing Date to a taxable period (or portion thereof) beginning after the Closing Date; (c) initiating or entering into any voluntary disclosure, tax amnesty or similar procedure or program with any Governmental Authority or representative thereof regarding any Tax (whether asserted or un-asserted) or Tax Return (whether filed or unfiled) of any Acquired Entity with respect to any Pre-Closing Tax Period; (d) extending or waiving any statute of limitations relating to any Tax or Tax Return of any Acquired Entity with respect to a Pre-Closing Tax Period; (e) seeking or requesting any private letter ruling of the IRS or comparable written rulings or guidance issued by another Governmental Authority with respect to any Acquired Entity with respect to any Pre-Closing Tax Period; or (f) taking any action not otherwise contemplated by this Agreement outside the Ordinary Course of Business following the Closing if such action would reasonably be expected to increase the Tax liability of a Seller or any of its Affiliates for any Pre-Closing Tax Period.
Seller Tax Matter means (a) making or revoking an election on any Flow-Through Return of any Company Entity filed after the Closing Date that could reasonably be expected to adversely affect the Taxes or Tax Returns of any Company Entity or any Non-Blocker Company Member (or any direct or indirect owner of any Non-Blocker Company Member) for a Pre-Closing Tax Period; (b) extending or waiving the applicable statute of limitations with respect to any Flow-Through Return of any Company Entity for a Pre-Closing Tax Period; (c) filing any ruling request with any Taxing Authority that relates to any Flow-Through Return of any Company Entity for a Pre-Closing Tax Period; (d) causing any Company Entity to engage in a transaction on the Closing Date, but after the Closing, that is outside the ordinary course of business, is not contemplated by this Agreement, and could reasonably be expected to adversely affect the Taxes or Tax Returns of any Company Entity or any Non-Blocker Company Member (or any direct or indirect owner of any Non-Blocker Company Member) for a Pre-Closing Tax Period; (e) any disclosure to, or any discussions with, a Taxing Authority regarding any Flow-Through Return of any Company Entity for a Pre-Closing Tax Period, including disclosures to, or discussions with, a Taxing Authority with respect to filing any such Flow-Through Return in jurisdictions in which the Company Entities did not file a Flow-Through Return for such period; (f) increasing any Non-Blocker Company Member’s liability for Income Taxes with respect to any Company Entity for a Pre-Closing Tax Period; or (g) changing the character of any income or gain reported on any Flow-Through Return of any Company Entity in a manner that could be reasonably expected to adversely affect the Taxes or Tax Returns of any Company Entity or any Non-Blocker Company Member (or any direct or indirect owner of any Non-Blocker Company Member) for a Pre-Closing Tax Period.
Seller Tax Matter means (i) making or revoking an election on any Tax Return filed after the Closing that adversely affects the Taxes or Tax Returns of the Company or any of its subsidiaries for a taxable period ending on or prior to the Closing Date (or for a Straddle Period) or that adversely affects the Taxes of the Seller or any of its Affiliates (or their respective direct or indirect equity owners); (ii) extending or waiving the applicable statute of limitations with respect to a Tax Return of the Company or any of its subsidiaries for a taxable period ending on or prior to the Closing Date (or for a Straddle Period); (iii) filing any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of the Company or any of its subsidiaries for a taxable period ending on or prior to the Closing Date (or for a Straddle Period); or (iv) entering or pursuing a voluntary disclosure agreement with a Governmental Authority with respect to filing Tax Returns or paying Taxes for a taxable period ending on or prior to the Closing Date (or for a Straddle Period).
Seller Tax Matter means (a) extending or waiving the applicable statute of limitations with respect to a Tax of the Company for a Pre-Closing Tax Period; (b) filing any ruling request with any Governmental Authority that affects Taxes of the Company for a Pre-Closing Tax Period; (c) making or revoking any election of the Company for a Pre-Closing Tax Period or (d) initiating or participating in any voluntary disclosure program with any Governmental Authority regarding any Tax (or potential Taxes) or Tax Returns of the Company for a Pre-Closing Tax Period.
Seller Tax Matter means [*****].