Straddle Period Income Tax Returns definition

Straddle Period Income Tax Returns mean, collectively, all Income Tax Returns required to be filed by a Party or any of its Subsidiaries for a Straddle Tax Period.
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Straddle Period Income Tax Returns no later than 30 days prior to the due date of each such Straddle Period Income Tax Return. The Representative shall be entitled to propose revisions to any Straddle Period Income Tax Return, so long as any proposed revisions are provided to Parent no later than 10 days after the date on which the Representative received a copy of such Straddle Period Income Tax Return from Parent. Parent will accept any revisions proposed by the Representative to a Straddle Period Income Tax Return unless filing such Straddle Period Income Tax Return with such proposed revisions is reasonably likely to subject the Company or any of its Subsidiaries to penalties. All Taxes payable with respect to the Tax Returns to be filed pursuant to this Section 7.7(c) shall be borne by the Securityholders and paid to Parent no later than five Business Days prior to the due date for filing such Tax Returns, but only to the extent such Taxes constitute Pre-Closing Taxes in accordance with Section 8.2(a)(vi). For the purposes of this Sections 7.7(c) and 8.2(a)(vi), in the case of any Taxes that are imposed on a periodic basis and are payable for a Straddle Period, the portion of such Tax that relates to the portion of such Straddle Period ending at 11:59 p.m., Central Daylight Time, on the Closing Date shall (i) in the case of any Taxes other than any Income Tax, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending at 11:59 p.m., Central Daylight Time, on the Closing Date, and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Income Tax, be deemed to be equal to the amount that would be payable if the relevant Tax period ended at 11:59 p.m., Central Daylight Time, on the Closing Date, excluding any Taxes attributable to actions taken by the Buyer on the Closing Date after the Effective Time outside of the Ordinary Course of Business that are not contemplated by this Agreement. All determinations necessary to give effect to the allocations described in this Section 7.7(c) shall be made in a manner consistent with the prior practice of the Company or the appropriate Subsidiary of the Company, except for changes required by Law or fact. Such Tax Returns shall be prepared in a manner consistent with the prior practices of the Company and its Subsidiaries, provided, that such prior practices are in accordance with applicable Law.
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Examples of Straddle Period Income Tax Returns in a sentence

  • To the extent not previously filed and subject to the rights and obligations of each of the Parties set forth herein, Schedule 2.1(a) sets forth the Parties (each, a “Preparing Party”) that are responsible for preparing or causing to be prepared all Pre-Distribution Income Tax Returns and Straddle Period Income Tax Returns.

  • SECTION 3.3. Responsibility for the Preparation of Straddle Period Income Tax Returns and for the Payment of Straddle Period Income Taxes.

  • All Straddle Period Income Tax Returns shall be prepared consistent with the past practice of the Acquired Companies.

  • Pre-Distribution Income Tax Returns and Straddle Period Income Tax Returns shall be prepared and filed in a manner (i) consistent with the past practice of the Parties and their Subsidiaries unless otherwise modified by a Final Determination or required by applicable Law; and (ii) consistent with (and the Parties and their Subsidiaries shall not take any position inconsistent with) the IRS Ruling, the Tax Representation Letters, and the Tax Opinions.

  • Buyer shall submit all Straddle Period Income Tax Returns to the Sellers for their review and comments at least thirty (30) days prior to the due date for filing such Income Tax Returns, and Buyer and the Sellers agree to consult and resolve in good faith any issues arising as a result of the review of such Income Tax Returns.

  • All Straddle Period Income Tax Returns shall be prepared by treating items on such Tax Returns in a manner consistent with past practice of the Company and its Subsidiaries, as applicable, with respect to such items, to the extent permissible under applicable Law.

  • The Sellers shall (in accordance with their Pro Rata Percentages) pay or cause to be paid the Taxes, if any, set forth on the applicable Straddle Period Statement for which the Sellers are liable pursuant to Section 10.01(e) in respect of such Straddle Period Income Tax Returns (other than to the extent that the liability for those Taxes is reserved against in, or taken into account in the preparation of, the Company Financial Statements).

  • Pre-Distribution Income Tax Returns and Straddle Period Income Tax Returns shall be prepared and filed in a manner (i) consistent with the past practice of the Parties and their Subsidiaries unless otherwise modified by a Final Determination or required by applicable Law; and (ii) consistent with (and the Parties and their Subsidiaries shall not take any position inconsistent with) the Tax Representation Letters and the Tax Opinions.

  • The other Party shall have access to any and all data and information necessary for the preparation of all such Pre-Distribution Income Tax Returns and Straddle Period Income Tax Returns, and the Parties shall cooperate fully in the preparation and review of such Tax Returns.

  • Purchaser shall provide Seller copies of all Straddle Period Income Tax Returns at least thirty (30) days prior to their due date and all Straddle Period non-Income Tax Returns as soon as commercially practicable following the preparation of such Straddle Period non-Income Tax Return for Seller's review and comment and shall make such revisions as are reasonably requested by Seller.

Related to Straddle Period Income Tax Returns

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

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

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.

  • Non-Income Tax Return means any Tax Return relating to Taxes other than Income Taxes.

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

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

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

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

  • Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • 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.

  • Tax return preparer means any individual described in Section 7701(a)(36) of the Internal Revenue Code and 26 C.F.R. 301.7701-15 .

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

  • Taxable Period means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period, e.g., a quarter) with respect to which any Tax may be imposed under any applicable Law.

  • Consolidated Income Tax Expense means, with respect to any Person for any period, the provision for federal, state, local and foreign income taxes of such Person and its Restricted Subsidiaries for such period as determined on a consolidated basis in accordance with GAAP.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Tax Returns means any and all reports, returns, declarations, claims for refund, elections, disclosures, estimates, information reports or returns or statements required to be supplied to a taxing authority in connection with Taxes, including any schedule or attachment thereto or amendment thereof.