Straddle Period Tax Proceeding definition

Straddle Period Tax Proceeding means any Tax Proceeding relating to income Taxes for a Straddle Period.
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Straddle Period Tax Proceeding is defined in Section 8.5(b).
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Straddle Period Tax Proceeding. See Section 7.13(f);
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Examples of Straddle Period Tax Proceeding in a sentence

  • Participants mentioned some additional positive experiences such as increase in people talking about their HIV status freely; HIV negative babies born to HIV + mothers, young people who were born with HIV living longer; as well as people demanding HIV services voluntarily.

  • Each party shall promptly notify the other parties hereto in writing upon receipt by the applicable Party or its Affiliates of notice of any Pre-Closing Tax Proceeding or Straddle Period Tax Proceeding.

  • The reasonable costs and expenses of conducting the defense of such Israeli Straddle Period Tax Proceeding shall be reasonably apportioned based on the relative amounts of the Taxes at issue in such Israeli Straddle Period Tax Proceeding for which Seller, on the one hand, and Purchaser, on the other hand, are responsible for pursuant to this Agreement.

  • For purposes of this Agreement, “Tax Controlling Party” shall mean Seller, if Seller is reasonably expected to bear the greater Tax liability in connection with such Israeli Straddle Period Tax Proceeding, or Purchaser, if Purchaser is reasonably expected to bear the greater Tax liability in connection with such Israeli Straddle Period Tax Proceeding.

  • In the event that the Noncontrolling Party reasonably withholds consent pursuant to clause (vii) above, the Noncontrolling Party shall be entitled to assume the defense of the Straddle Period Tax Proceeding; provided that the Controlling Party's liability in connection with the Straddle Period Tax Proceeding shall be limited to the amount such liability would have been under the proposed settlement.

  • Neither the Counterparty nor the Sellers’ Representative shall settle, compromise or concede any such Pre-Closing Tax Proceeding or Straddle Period Tax Proceeding without the written consent of the other (which written consent shall not be unreasonably withheld, delayed or conditioned); provided that the Sellers’ Representative’s written consent shall not be required to the extent such settlement, compromise or concession would not increase the Tax liability of the Sellers.

  • The Sellers' Representative shall have the right to consent to any settlement related to a Straddle Period Tax Proceeding if the Sellers' Representative is obligated to indemnify Buyer with respect thereto in accordance with the provisions hereof, with such consent not to be unreasonably withheld.

  • The Sellers' Representative shall be entitled to attend and participate in any such Straddle Period Tax Proceeding at its sole cost and expense and shall be permitted to receive copies of any pleadings, correspondence, and other documents as the Sellers' Representative may reasonably request.

Related to Straddle Period Tax Proceeding

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

  • 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.

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

  • 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.

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

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

  • 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).

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

  • 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.

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

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

  • 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.

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

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

  • 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.

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

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

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

  • Tax Package has the meaning assigned in Section 6.01(b);

  • 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 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.