Target Tax Return definition

Target Tax Return any Tax Return (other than a Seller Group Tax Return) required to be filed by or on behalf of the Target Companies.
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Examples of Target Tax Return in a sentence

  • Acquiror and after the Closing, the Surviving Corporation, shall not file or cause to be filed any Target Tax Return that relates to any Tax period (or portion thereof) that ends on or before the Closing Date without the consent of the Stockholders' Agent, which consent may not be unreasonably withheld or delayed.

  • Except as set forth on Section 2.2.6(a) of the Seller Disclosure Schedule, all material Taxes of or allocable to any member of the Target Group (“Target Taxes”), whether or not shown on a Target Tax Return or a Seller Group Tax Return, due and payable on or before the Closing Date have been or will be timely paid in full.

  • Notwithstanding anything to the contrary set forth above, for each Target Tax Return covering a period ending on or before the Closing Date that is due to be filed after the Closing Date, Buyer shall at Buyer's expense prepare, with the cooperation and assistance of the Shareholders, and sign such Returns and reports for the Target and submit same to Buyer in a timely manner so as to enable Buyer to timely file such Returns and reports with the appropriate taxing authorities.

  • Except for Taxes Disclosed in Section 2.2.6(a) of the Seller Disclosure Schedule (which are being contested in good faith by appropriate proceedings), all material Taxes of Target Company (whether or not shown on an Target Tax Return or a Seller Group Tax Return) (“Target Taxes”) due and payable on or before the Closing Date have (or, in the case of Taxes that become due after the date hereof and on or before the Closing Date, by the Closing Date will have) been duly paid or accrued.

  • There is not in force any extension of time with respect to the due date for the filing of any Target Tax Return that has not been filed.

  • Except for Taxes Disclosed in Section 2.2.6(a) of the Seller Disclosure Schedule (which are being contested in good faith by appropriate proceedings), all material Taxes of Target Company (whether or not shown on an Target Tax Return or a Seller Group Tax Return) ("Target Taxes") due and payable on or before the Closing Date have (or, in the case of Taxes that become due after the date hereof and on or before the Closing Date, by the Closing Date will have) been duly paid or accrued.

Related to Target Tax Return

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

  • 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.

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

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

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Pre-Tax Earnings means the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • 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 .

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

  • Tax Returns The federal income tax return on Internal Revenue Service Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of the REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Trustee on behalf of each REMIC, together with any and all other information reports or returns that may be required to be furnished to the Certificateholders or filed with the Internal Revenue Service or any other governmental taxing authority under any applicable provisions of federal, state or local tax laws.

  • 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.

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

  • 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.

  • 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.

  • 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).

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • 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.

  • Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).

  • 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.

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

  • Base Tax Year means the property tax levy year used

  • Current Return means the minimum fair combined rate of return on common equity required for

  • 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.

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

  • Company Returns is defined in Section 3.15(a) of the Agreement.