Seller Tax Returns shall have the meaning ascribed to such term in Section 5.5(a).
Seller Tax Returns has the meaning set forth in Section 7.03(c).
Seller Tax Returns means all federal, state, local, foreign and other applicable Tax returns, declarations of estimated Tax reports required to be filed by any of Seller (without regard to extensions of time permitted by law or otherwise).
Examples of Seller Tax Returns in a sentence
Seller will make all payments for Taxes required with respect to the Seller Tax Returns.
The Seller Tax Returns shall be true, complete and correct in all material respects and prepared in accordance with applicable Law.
In the case of any Seller Tax Returns which receive an extension for their date of filing, such Seller Tax Returns will be considered due on, and not considered required to be filed before, the extended due date.
Seller shall file or cause to be filed all Seller Tax Returns and shall pay or cause to be paid any Taxes shown as due on such Seller Tax Returns.
All Seller Tax Returns shall be prepared on a basis consistent with the past practices of Seller or its applicable Affiliate except to the extent (i) failure to do so would not adversely affect Purchaser or any of its Affiliates (including the Bank and the Transferred Subsidiaries) or (ii) otherwise required by a change in Law.
More Definitions of Seller Tax Returns
Seller Tax Returns has the meaning set forth in Section 5.4(b)(i).
Seller Tax Returns has the meaning set forth in Section 8.2(b)(i).
Seller Tax Returns means all material federal, state, local, foreign and other applicable Tax returns or declarations of estimated Tax reports required to be filed by Seller (without regard to extensions of time permitted by law or otherwise).
Seller Tax Returns has the meaning ascribed to such term in Section 9.2(a).
Seller Tax Returns is defined in Section 8.6.2.
Seller Tax Returns is defined in Section 7.7.2. "Selling Expenses" means any and all (whether or not disclosed and regardless of when incurred): (a) unpaid costs, fees and expenses of outside professionals incurred by Seller or the Acquired Company prior to the consummation of the transactions contemplated hereby, including all legal fees, accounting, tax, management or other similar fees, investment banking fees and expenses (including such fees and expenses payable to Seller or his Affiliates); and (b) unpaid change in control, phantom equity, severance payment or other similar obligations of the Acquired Company (whether written or oral), including under any Contract with any employee, director, manager, consultant or customer of the Acquired Company, that provides for any payment arising from the transactions contemplated by this Agreement. "Shares" is defined in the Recitals to this Agreement. "Software" means any and all computer software and code, including all new versions, updates, revisions, improvements, and modifications thereof, whether in source code, object code, or executable code format, including systems software, application software (including mobile apps), firmware, middleware, programming tools, scripts, routines, interfaces, libraries, and databases, and all related specifications and documentation, including developer notes, comments and annotations, user manuals, and training materials relating to any of the foregoing. "Straddle Period" means a taxable period that begins on or before the Closing Date and ends after the Closing Date. "Straddle Period Tax Matter" is defined in Section 7.7.5(b). "Subsidiary" means an entity owned wholly or in part by the Acquired Company, which the Acquired Company, directly or indirectly, owns more than fifty percent (50%) of the stock or other equity interests of such entity having voting power to elect a majority of the board of directors or other governing body of such entity. For the avoidance of doubt, GCBV is a "Subsidiary" within the meaning of this definition. "SVB Debt" is defined in Section 6.1(j). "Tax" or "Taxes" means any federal, state, local or foreign income, gross receipts, license, payroll, employment, FICA, withholding, excise, severance, stamp, occupation, premium, windfall profits, customs duties, capital stock, franchise, profits, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum,...
Seller Tax Returns. With respect to Tax Returns described in clause (B) of the first sentence of this Section 8.2(b)(i), Seller shall (1) prepare and timely file any such Tax Returns in a manner consistent with past practice, except as required under this Agreement or as required by applicable Law and (2) provide such Tax Return to Buyer for its review and comment not later than 20 days prior to the due date for such Tax Return and shall consider in good faith any reasonable comments provided by Buyer no later than 20 days after receipt of such Tax Return (or, if earlier, 10 days prior to the due date for such Tax Return) with respect to such Tax Returns. Seller shall timely pay all Taxes due and payable with respect to any Seller Tax Return. Buyer shall timely file or cause to be timely filed when due (taking into account all extensions properly obtained) all other Tax Returns that are required to be filed by or with respect to either Company after the Closing Date (such Tax Returns, “Buyer Tax Returns”). To the extent any Buyer Tax Return includes a taxable period (or portion thereof) for which Seller would be responsible pursuant to Section 8.2(e), Buyer shall (i) prepare and timely file any such Buyer Tax Returns in a manner consistent with past practice, except as required under this Agreement or as required by applicable Law and (ii) provide such Buyer Tax Return to Seller for its approval (not to be unreasonably withheld, conditioned or delayed) not later than 20 days prior to the due date for such Buyer Tax Return, with Seller’s response to be provided no later than 20 days after receipt of such Tax Return (or, if earlier, 10 days prior to the due date for such Tax Return). Seller shall, in accordance with Section 8.2(e)(iii), timely reimburse Buyer for all Taxes due and payable with respect to any such Buyer Tax Return to the extent Seller is liable for such Taxes pursuant to Section 8.2(e). (ii) Notwithstanding anything to the contrary contained or implied in this Agreement, after the Closing Date, neither Buyer nor any Affiliate of Buyer (including, after the Closing, the Companies) shall, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), grant any extension of any statute of limitation, or file or cause to be filed (A) any amended Tax Return, (B) any claim for Tax refund or (C) any Tax election, with respect to the Companies (or relating to its income, properties or operations), if any such gran...