Seller Tax Refund definition

Seller Tax Refund shall have the meaning set forth in Section 6.8(k).
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Seller Tax Refund has the meaning specified in Section 7.2(e).
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Examples of Seller Tax Refund in a sentence

  • Such cooperation shall include the retention and (upon Seller’s request) the provision of such records and information which are reasonably relevant to any such Seller Tax Refund.

  • Buyer shall pay, or cause to be paid, to Seller an amount equal to any Seller Tax Refund received by Buyer or the Company after the Closing Date promptly after receipt thereof.

  • Acquiror shall, and shall cause the Companies to, cooperate, as is reasonably requested by Sellers, in obtaining any Seller Tax Refund that Sellers believe should be available, including by filing appropriate forms with the applicable Governmental Authority.

  • Buyer Tax Group shall, and shall cause the Company to, promptly take all reasonable actions (including those actions reasonably requested by the Sellers’ Representative) to file for and obtain any Seller Tax Refund.

  • The Acquirer and its Affiliates shall cause the Target Company to file for and use commercially reasonable efforts to obtain any Seller Tax Refund.

  • Acquiror shall pay over to Sellers any such Seller Tax Refund, net of (1) any reasonable out-of-pocket costs associated in obtaining such amounts, (2) any Tax required to be withheld on such payment, and (3) any applicable Taxes imposed on Acquiror as a result of the receipt of such Seller Tax Refund, within thirty (30) days after receipt thereof.

  • Within ten (10) days after the receipt of any such Seller Tax Refund (or, in the case of such a Seller Tax Refund in the form of a credit or other offset to Tax, the due date for filing the Tax Return utilizing such credit or other offset to Tax), Acquiror shall pay over to Sellers such Seller Tax Refund.

  • Buyer and its Affiliates shall use commercially reasonable efforts to file or make any claim for such Seller Tax Refund at the sole cost and expense of Seller; provided, however, that Buyer shall bear 50% of the reasonable costs and expenses of filing a claim for any Straddle Period.

  • Acquiror shall cooperate, and cause the Companies to cooperate, as is reasonably requested by Sellers, in obtaining any Seller Tax Refund that Sellers reasonably believe should be available, including without limitation, through filing appropriate forms with the applicable Governmental Authority, provided that Seller shall bear the costs thereof.

  • To the extent that any member of the Buyer Tax Group receives or utilizes any Seller Tax Refund, Buyer shall pay to Holdco such Seller Tax Refund within fifteen (15) days of such Seller Tax Refund or the filing of any Tax Return utilizing such Seller Tax Refund (in the form of a credit, reduction or offset to Taxes otherwise payable), as the case may be, for further distribution to Owners in accordance with their respective Ownership Pro Rata Percentages.

Related to Seller Tax Refund

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

  • Tax Refunds means refunds of any Cash paid by the Participating CCAA Parties on account of Taxes, refunded to such Participating CCAA Parties from time to time by the applicable Taxing Authorities;

  • Tax Refund means a refund of Taxes previously paid and any overpayment interest within the meaning of Section 6611 of the Code or any similar provision under applicable Tax Law (whether paid by way of a refund or credited against any liability for related Taxes).

  • 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.

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

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • 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.

  • Transfer Tax means all transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated under this Agreement.

  • 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.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Transfer Taxes has the meaning set forth in Section 6.05.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • After-Tax Basis means, with respect to any payment to be received, the amount of such payment increased so that, after deduction of the amount of all taxes required to be paid by the recipient calculated at the then maximum marginal rates generally applicable to Persons of the same type as the recipients with respect to the receipt by the recipient of such amounts (less any tax savings realized as a result of the payment of the indemnified amount), such increased payment (as so reduced) is equal to the payment otherwise required to be made.

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

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

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • 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).

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).