Straddle Period Tax Matter definition

Straddle Period Tax Matter shall have the meaning set forth in Section 6.10(f).
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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, estimated, or other tax assessment or charge in the nature of a tax and imposed by any Taxing Authority, including any interest, penalty, or addition thereto, whether disputed or not, and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person by reason of Contract (other than any contract entered into in the ordinary course of business, the principal purpose of which does not relate to taxes), assumption, transferee liability, operation of Law, Section 1.1502-6 of the Treasury regulations (or any predecessor or successor thereof or any analogous or similar provision under Law) or otherwise. "Tax Benefit" is defined in Section 8.6.1.
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Straddle Period Tax Matter is defined in Section 8.6.4(b).
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Examples of Straddle Period Tax Matter in a sentence

  • Buyer shall, to the extent reasonably requested by Sellers, keep Sellers informed as to the status of such Straddle Period Tax Matter, including all settlement negotiations and offers.

  • Buyer shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that such settlement or compromise would materially and adversely affect the Tax liability of Sellers or any of their Affiliates for any Pre-Closing Tax Period without the prior written consent of Xxxxxx, which consent shall not be unreasonably withheld, conditioned, or delayed.

  • If Buyer does not assume the defense of such Straddle Period Tax Matter, then Sellers may defend such Straddle Period Tax Matter and Buyer may participate in, but not control, the defense of such Straddle Period Tax Matter with each party bearing their own expenses.

  • The Company shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at its own expense, separate from counsel employed by Lxxx, and Lxxx shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.

  • The Company shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at its own expense, separate from counsel employed by Lear, and Lear shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Company without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.

  • The Buyer shall keep the Seller fully and timely informed with respect to the commencement, status and nature of any Straddle Period Tax Matter.

  • Notwithstanding the foregoing, if such adjustment is required by Law, or is accepted by a Taxing Authority in connection with a Pre-Closing Tax Matter or a Straddle Period Tax Matter, then any resultant refunds or credits of Taxes for a Pre-Closing Tax Period or a Pre-Closing Straddle Period shall be paid in full by Buyer to the Sellers’ Representative within ten Business Days, and the Buyer shall not be entitled to receive or retain 25% of any such Tax refund or credit.

  • The Buyers shall have the right (but not the duty) to participate in the defense of such Straddle Period Tax Matter and to employ counsel, at their own expense, separate from counsel employed by the Sellers, and the Sellers shall not enter into any settlement of or otherwise compromise any such Straddle Period Tax Matter to the extent that it adversely affects the Tax liability of the Buyers without the prior written consent of IAC, which consent shall not be unreasonably withheld or delayed.

  • Buyer shall keep the Stockholder Representative fully and timely informed with respect to the commencement, status and nature of any Straddle Period Tax Matter.

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More Definitions of Straddle Period Tax Matter

Straddle Period Tax Matter has the meaning set forth in SECTION 5.4(e)(iii).
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Straddle Period Tax Matter is defined in Section 7.1(e)(ii).
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Straddle Period Tax Matter. Section 10.(d)
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Straddle Period Tax Matter has the meaning given to it in Clause 18.9;
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Straddle Period Tax Matter in Section 1.2 of the SPA: “‘Subject Payables’ is defined in the definition of Indebtedness.”
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Related to Straddle Period Tax Matter

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

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

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

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

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

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

  • Tax Matter has the meaning set forth in Section 7.01.

  • 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.

  • 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.

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

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • 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.

  • Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;

  • Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • Tax Item means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

  • 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.

  • 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.

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

  • 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.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.