Seller Tax Period definition

Seller Tax Period means any taxable period ending on or before the Closing Date and, with respect to a Straddle Period, the portion of such taxable period ending on and including the Closing Date.

Seller Tax Period means and include any and all periods ending on or before the Closing Date, and in addition, the portion of any taxable period that includes, but does not end on or before, the Closing Date that consists of a partial period deemed to end on the Closing Date; provided that in the case of any Seller Tax Period that does not end on or before the Closing Date, for purposes hereof the books and records of the relevant Group Member(s) shall be deemed to have been closed at and as of the Closing Date.

Seller Tax Period has the meaning set forth in Section 6.2.

Examples of Seller Tax Period in a sentence

• Seller shall pay Buyer an amount equal to any such Taxes payable by Buyer which are attributable to the Seller Tax Period, and Buyer shall pay Seller an amount equal to any such Taxes payable by Seller which are not attributable to the Seller Tax Period.

• Notwithstanding anything to the contrary herein, Parent Seller and Purchaser agree that any items of losses, deductions or credits for U.S. federal income Tax purposes resulting from Seller Bank Transaction Expenses that are at least “more likely than not” deductible in a Seller Tax Period shall be reported as deductions allocable to a Seller Tax Period.

• For the avoidance of doubt, to the extent that the income or Tax attributable to a given Seller Tax Period may be offset by either a carryback described in this Section 7.2(d) or a carryback of a Tax loss or other Tax attribute of any Seller or any of its Affiliates arising in the same Acquiror Tax Period or any preceding Acquiror Tax Period, Sellers may in their sole discretion determine the order in which such carrybacks may be applied.

• Neither the Purchaser nor any Group Member shall amend, or take any similar action with respect to, any Tax Return filed by the Parent, the Seller or by any Group Member with respect to any Seller Tax Period without the prior written consent of the Parent; provided that the foregoing shall not apply to any amended Tax Return which may be required by law following resolution of a Tax dispute conducted in accordance with this Agreement.

• Such cooperation shall include, without limitation, the furnishing or making available of records, books of account or other materials of the Subsidiaries necessary or helpful for the defense against assertions of any taxing authority as to any tax returns which include operations of the Subsidiaries within the Seller Tax Period.

More Definitions of Seller Tax Period

Seller Tax Period means any taxable period ending on or before the Closing Date and, with respect to a Straddle Period, the portion of such taxable period ending on and including the Closing Date. “Seller Tax Return” has the meaning set forth in Section 5.9(b). “Sellers’ Disclosure Schedule” has the meaning set forth in ARTICLE 3. “Sellers’ Fundamental Warranties” means, with respect to the representations and warranties set forth in Section 3.1 (Organization, Standing and Authority), Section 3.2 (Capital Structure) (other than the last sentence of Section 3.2(a)), Section 3.3 (Subsidiary Equity Holdings) and Section 3.4 (Corporate Authorization and Binding Effect) and, solely for purposes of Section 8.1, Section 3.12 (No Brokers). “Shared Software” means all software, firmware and middleware (in each case, in object code and source code) owned by the Bank or any of the Transferred Subsidiaries and used in the businesses of the Seller and its Affiliates (other than the Bank and the Transferred Subsidiaries, but including (i) the businesses conducted by the Bank and the Subsidiaries described in Schedule 4 attached hereto, and (ii) the Excluded Assets and Liabilities). “Shares” has the meaning set forth in the Recitals. “Special Dividend Amount” means an amount equal to the maximum amount approved by the OCC for the declaration and payment of a dividend by the Bank or any other return of, or reduction in, the Bank’s capital in connection with the consummation of the Transactions; provided that (a) the Special Dividend Transaction shall not result in the Estimated Closing TBV being more than the Maximum Closing TBV and (b) if the Special Dividend Transaction would result in the Estimated Closing TBV being less than the Target Closing TBV, then the Special Dividend Amount shall be reduced to an amount so that the Special Dividend Transaction would result in the Estimated Closing TBV being equal to the Target Closing TBV. “Special Dividend Approval” has the meaning set forth in Schedule 3. “Special Dividend Transaction” has the meaning set forth in Section 5.15.

Seller Tax Period means the period (including all prior taxable years) ending on and including the Closing Date.

Seller Tax Period means (a) with respect to Income Taxes, any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending at the end of the day on the Closing Date and (b) with respect to non-Income Taxes, any taxable period ending on or before the day immediately before the Effective Date and the portion of any Straddle Period ending at the end of the day before the Effective Date.

Seller Tax Period means the Tax Period (including all prior Taxable Periods) ending on and including the Closing Date. “Sellers” shall have the meaning set forth in the preamble hereof.

Seller Tax Period means any Tax period for which only Sellers are apportioned Taxes under Section 7.07.

Seller Tax Period is defined in Section 10.3(a).

Seller Tax Period means any period, as to Federal Income Taxes only, that ends on or prior to the Closing Date.