Tax Closing Agreement means a written and legally binding agreement with a taxing authority relating to Taxes.
Tax Closing Agreement means a written and legally binding agreement with a Governmental Body relating to Taxes. No power of attorney currently in force has been granted by the Company, UMKK or UMNet concerning any Tax matter; and
Tax Closing Agreement means any written and legally binding agreement with a taxing authority relating to Taxes.
Examples of Tax Closing Agreement in a sentence
Except as set forth in Schedule 4.24(g), no Company or any of its Subsidiaries has received a Tax Ruling or entered into a Tax Closing Agreement with any taxing authority (foreign or domestic) that would affect such Company or Subsidiary after the Closing Date.
For purposes of the preceding sentence, the term "Tax Ruling" shall mean written rulings of a taxing authority relating to Taxes, and the term "Tax Closing Agreement" shall mean a written and legally binding agreement with a taxing authority relating to Taxes.
More Definitions of Tax Closing Agreement
Tax Closing Agreement is defined in Section 4.1(g).
Tax Closing Agreement has the meaning specified in Section 4.24(g). "Tax Returns" means all federal, state, local and foreign tax returns, declarations, statements, reports, schedules, forms and information returns and any amended tax returns relating to Taxes of any Company or any of its Subsidiaries. "Tax Ruling" has the meaning specified in Section 4.24(g). "Taxes" means all taxes, charges, fees, duties, levies or other assessments, including, without limitation, income, gross receipts, net proceeds, premium (including, without limitation, excess and surplus tax), ad valorem, turnover, real and personal property (tangible and intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, occupational, interest equalization, windfall profits, severance and employees' income withholding, unemployment and Social Security taxes, which are imposed by the United States, or any state, local or foreign government or subdivision or agency thereof, including any interest, penalties or additions to tax related thereto. "Universal" has the meaning specified in the Preamble. "Wire Transfer" means a payment in immediately available funds by wire transfer in lawful money of the United States of America to such account or accounts as shall have been designated by notice to the paying party at least three (3) Business Days prior to the date such Wire Transfer is to be made. PURCHASE OF SHARES Purchase of Shares. Upon the terms and subject to the conditions set forth in this Agreement, Sellers shall, at the Closing, sell to Buyer, and Buyer shall purchase from Sellers, the Shares for the Purchase Price (defined below). The Shares shall be free and clear of any Encumbrances.
Tax Closing Agreement has the meaning set forth in Section 3.10(g). “Tax Ruling” has the meaning set forth in Section 3.10(g). “Tax” means any federal, state, county, local, or foreign tax (including income taxes and Transfer Taxes), charge, fee, levy, impost, duty, or other assessment, including income, gross receipts, excise, employment, sales, use, transfer, recording, license, payroll, franchise, severance, documentary, stamp, occupation, windfall profits, environmental, highway use, commercial rent, customs duty, capital stock, paid-up capital, profits, withholding, social security, single business, unemployment, disability, real property, personal property, registration, ad valorem, value added, alternative or add-on minimum, estimated, or other tax or taxing fee of any kind whatsoever, imposed or required to be withheld by any Taxing Authority, including any estimated payments relating thereto, any interest, penalties, and additions imposed thereon or with respect thereto, whether disputed or not, and including liability for taxes of another Person under Treasury Regulations Section 1.1502-6 or similar provision of state, local or foreign law, or as a transferee or successor, by contract or otherwise. “Tax Adjustment” has the meaning set forth in Section 8.2(b). “Tax Return” means any return, declaration or report relating to Taxes due, any information return with respect to Taxes, or other similar report, statement, declaration or document required to be filed under applicable Law in respect of Taxes, any amendment to any of the foregoing, any claim for refund of Taxes paid, and any attachments, amendments or supplements to any of the foregoing. “Taxing Authority” means the IRS and any other domestic or foreign Governmental Authority responsible for the administration and/or collection of any Tax. “Technology” means hardware, information technology equipment and systems, third- party software, data and databases, and associated documentation, in each case relating to the Company Business as currently conducted and owned by or licensed by the Company. “Texas Application” has the meaning set forth in Section 5.3(b). “Third Party Claim” has the meaning set forth in Section 10.2(b). “Trademarks” mean trademarks, trade names, service marks, trade dress, logos, internet domain names, any and all common law rights thereto, and registrations and applications for registration thereof (including intent-to-use applications), all rights therein provided by applicable Law, and all r...
Tax Closing Agreement means a written and legally binding agreement with a Governmental Authority relating to Taxes. (h) Except as set forth in Section 3.10(h) of the Seller Disclosure Schedule, the Company has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code at all times since 2003, and it will be a valid S corporation at all times up to the Effective Time. The Company will not be liable for any Tax under Code Section 1374 in connection with the deemed sale of the Company’s assets (including the assets of any qualified subchapter S subsidiary) caused by the Section 338(h)(10) Election (as hereinafter defined). The Sellers have not filed (and will not file) any income tax return, election or other document that is inconsistent with the Company’s classification as an “S” Corporation for applicable Tax purposes and the beneficiaries of Xxxx Xxxxxx Trust have filed joint federal income tax returns for all years since 2008. The Company has not in the past five years (i) acquired assets from a C corporation in a transaction in which the Company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor, or (ii) except for BCGS, acquired the stock of any corporation that is a qualified subchapter S subsidiary. (i) Except as set forth in Section 3.10(h) of the Seller Disclosure Schedule, BCGS has been a qualified subchapter S subsidiary within the meaning of Section 1361(b)(3)(B) of the Code at all times during its existence. (j) Except as set forth in Section 3.10(j) of the Seller Disclosure Schedule, all Sellers that are organized as trusts qualify either as a qualified subchapter S trust within that meaning of Section 1361(d) of the Code or an electing small business trust within the meaning of Section 1361(e) of the Code. (k) The Salary Continuation Agreement does not cause the Company to not confer identical rights to its shareholders with respect to distribution and liquidation proceeds within the meaning of Treas. Reg. § 1.1361-1(1). Section 3.11
Tax Closing Agreement means a written and legally binding agreement with a Tax Authority relating to Taxes. No member of the Company Group has received a written Tax opinion with respect to any transaction related to the Company Group.
Tax Closing Agreement means a written and legally binding agreement with a Taxing Authority relating to Taxes); (o) no power of attorney currently in force has been granted by the Group Companies; (p) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby either solely as a result thereof or in conjunction with any other events will result in, or constitute an event which, with the passage of time or the giving of notice or both will result in the accelerated vesting of, any payment or benefit to any employee, officer, director or consultant of the Group Companies; and (q) no amount paid or payable by the Group Companies in connection with the transactions contemplated hereby either solely as a result thereof or in conjunction with any other events will be an “excess parachute payment” within the meaning of Section 280G of the Code, and there is no agreement, plan, arrangement or other contract covering any employee or independent contractor or former employee or former independent contractor of the Group Companies that, considered individually or considered collectively with any other such agreement, plan, arrangement or other contract, will, or would reasonably be expected to, give rise directly or indirectly to the payment of any amount that would not be deductible pursuant to Section 280G or Section 162 of the Code, nor will the Group Companies be required to “gross up” or otherwise compensate or reimburse any such person because of the imposition of any excise Tax. All of the Tax incentives, fiscal support and any other forms of subsidies received or to be received by the Tianjin Subsidiary are in full compliance with the applicable PRC Tax Laws and, other than those set forth in Section 5.5(a) of the Sellers Disclosure Letter, no event has occurred or circumstance exists that is reasonably likely to trigger, directly or indirectly, any claw-back by any PRC Government Authority of the foregoing incentives, or penalties or Liabilities thereof.
Tax Closing Agreement has the meaning set forth in Section 4.15(t).