Tax Settlement Auditor definition

Tax Settlement Auditor has the meaning set forth in Section 6.1(c).
Sample 1Sample 2
Tax Settlement Auditor means a nationally recognized accounting firm or a law firm mutually acceptable to the Purchaser and the Sellers; provided, that, if the Purchaser and the Sellers' Representative are unable to agree as to a Tax Settlement Auditor within five (5) Business Days then the Sellers' Representatives and the Purchaser shall select their own nationally recognized accounting firm or law firm within an additional three (3) Business Days, which two firms shall within an additional five (5) Business Days select a third nationally recognized accounting firm or law firm to act as Tax Settlement Auditor. Unless otherwise indicated, the Tax Settlement Auditor's resolution of any disputed item under this Agreement shall in each case be reflected in a written report which will be delivered to the Purchaser and the Sellers (on the same day) as soon as reasonably practicable after the dispute was submitted to the Tax Settlement Auditor. The Tax Settlement Auditor's resolution of any dispute will be final and binding upon the Sellers and the Purchaser and the Sellers' Representative and the Purchaser will each pay one-half of the fees and expenses of the Tax Settlement Auditor. The Sellers, the Sellers' Representative and the Purchaser will fully cooperate with the Tax Settlement Auditor to resolve any disputed matters.
Sample 1
Tax Settlement Auditor has the meaning set forth in Section 9.1(c).
Sample 1

Examples of Tax Settlement Auditor in a sentence

  • The Tax Settlement Auditor's resolution of any dispute will be final and binding upon the Sellers and the Purchaser and the Sellers and the Purchaser will each pay one-half of the fees and expenses of the Tax Settlement Auditor.

  • Unless otherwise indicated, the Tax Settlement Auditor's resolution of any disputed item under this Agreement shall in each case be reflected in a written report which will be delivered to the Purchaser and the Sellers (on the same day) as soon as reasonably practicable after the dispute was submitted to the Tax Settlement Auditor.

  • If the Tax Settlement Auditor is unable to make a determination with respect to any disputed issue within five (5) Business Days prior to the due date (including extensions) for the filing of the Tax Return in question, then WorldCom may file such Tax Return on the due date (including extensions) therefor without such determination having been made and without AOL's consent.

  • The Sellers and the Purchaser will fully cooperate with the Tax Settlement Auditor to resolve any disputed matters.

  • The fees and expenses of the Tax Settlement Auditor shall be paid one-half by WorldCom, on the one hand, and one-half by AOL, on the other.

  • The payment required by this Section 5.9(f) shall be paid within five (5) Business Days after the first to occur of (i) Skandia America's consent to the Purchaser's computation of the Short Period Tax and the Estimated Tax Payments and (ii) the final resolution by the Tax Settlement Auditor of any dispute between the parties concerning the computation of the Short Period Tax and/or the Estimated Tax Payments.

  • The determination of the taxability of such payments shall be made by the parties prior to any payment and any dispute shall be resolved by the Tax Settlement Auditor.

  • If such matter cannot be resolved by mutual agreement prior to the due date (with extensions) for the filing of the pertinent Tax Return, then the Tax Return shall be filed on a timely basis by the party responsible for the filing of such Tax Return in accordance with Sections 5.9(b) or (c) of this Agreement, and the other party shall be entitled to submit the matter to the Tax Settlement Auditor, whose resolution of such matter shall be binding on both parties.

  • Notwithstanding the filing of such Tax Return, the Tax Settlement Auditor shall make a determination with respect to any disputed issue, and the amount of Taxes that are allocated to AOL pursuant to Section 6.2(c) or Section 6.2(a)(v), as the case may be, shall be as determined by the Tax Settlement Auditor.

  • Any dispute that cannot be resolved by Skandia America and the Purchaser shall be resolved by the Tax Settlement Auditor, whose resolution of such dispute shall be binding on both parties.


More Definitions of Tax Settlement Auditor

Tax Settlement Auditor has the meaning set forth in Section 6.1(c). "Tax Settlement Procedure" has the meaning set forth in Section 6.1(c). "Tax Statement" has the meaning set forth in Section 6.2(e)(iii). "1060 Forms" means forms or reports required to be filed pursuant to Section 1060 of the Internal Revenue Code, the Treasury Regulations promulgated thereunder or any provisions of state, local and foreign law. "Third-Party Claim" has the meaning set forth in Section 5.2(d)(i). "WAC" has the meaning set forth in the recitals hereto. "WorldCom" has the meaning set forth in the first paragraph of this Agreement. "WorldCom (ANS) Stock Options" has the meaning given in Section 1.9(b). "WorldCom Competitive Proposal" has the meaning set forth in Section 5.10(d). "WorldCom Entity" or "WorldCom Entities" means any corporation, limited liability company, partnership, limited partnership or other organization whether incorporated or unincorporated (i) of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the Board of Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by WorldCom and/or by any one or more of the WorldCom Entities, (ii) of which WorldCom or any one or more of the WorldCom Entities is the general partner or managing member or (iii) which WorldCom or any one or more of the WorldCom Entities otherwise controls. "WorldCom Indemnified Parties" has the meaning set forth in Section 5.2(a). "WorldCom Material Breach" has the meaning set forth in Section 8.1(e). "WorldCom Stock Options" has the meaning given in Section 1.9(a).
Sample 1
Tax Settlement Auditor has the meaning set forth in Section 8.3(d).
Sample 1

Related to Tax Settlement Auditor

  • Final Settlement Statement has the meaning set forth in Section 2.6(b).

  • PJM Settlement or “PJM Settlement, Inc.” shall mean PJM Settlement, Inc. (or its successor), established by PJM as set forth in Operating Agreement, section 3.3. “PJM Tariff,” “Tariff,” “O.A.T.T.,” “OATT,” or “PJM Open Access Transmission Tariff” shall mean that certain PJM Open Access Transmission Tariff, including any schedules, appendices or exhibits attached thereto, on file with FERC and as amended from time to time thereafter.

  • Viatical settlement broker means a person, including a life insurance producer as provided for in section 508E.3, who, working exclusively on behalf of a viator and for a fee, commission, or other valuable consideration, offers or attempts to negotiate viatical settlement contracts between a viator and one or more viatical settlement providers or one or more viatical settlement brokers. Notwithstanding the manner in which the viatical settlement broker is compensated, a viatical settlement broker is deemed to represent only the viator, and not the insurer or the viatical settlement provider, and owes a fiduciary duty to the viator to act according to the viator’s instructions and in the best interest of the viator. “Viatical settlement broker” does not include an attorney, certified public accountant, or a financial planner accredited by a nationally recognized accreditation agency who is retained to represent the viator and whose compensation is not paid directly or indirectly by the viatical settlement provider or purchaser.

  • Final Settlement means permanent settlement of the Contractor’s actual allowable costs or expenditures as determined at the time of audit, which shall be completed within three years of the date the year-end cost settlement report was accepted for interim settlement by the State. If the audit is not completed within three years, the interim settlement shall be considered as the final settlement.

  • Gross Settlement Amount means $2,300,000 which is the total amount Defendant agrees to pay under the Settlement. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, LWDA PAGA Payment, Class Counsel Fees Payment, Class Counsel Litigation Expenses Payment, Class Representative Service Payment, and Administration Expenses Payment.

  • Final Settlement Date has the meaning set forth in Section 3.1(e).

  • ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532);

  • Settlement Statement means a statement substantially in the form of Exhibit A to the 2014-A Servicing Supplement.

  • Maximum Settlement Amount means the maximum amount the Company may be required to pay pursuant to this Settlement, which is the sum of One Hundred Forty-Five Thousand Dollars ($145,000), including any of the Company’s employer-side share of FICA, FUTA, and other similar, mandatory employer-side payroll taxes. In no event shall the Maximum Settlement Amount exceed the foregoing sum.

  • Settlement Report a report summarizing Revolver Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Revolver Commitments.

  • Preliminary Settlement Statement shall have the meaning given such term in Section 3.2.

  • Individual Settlement Payment means the amount payable from the Net

  • Gross Settlement Fund means the Settlement Amount plus all interest earned thereon.

  • Remarketing Settlement Date means the date of the settlement of any Successful Remarketing, which will be three Business Days after such Remarketing.

  • Net Settlement Amount means the Gross Settlement Amount, less the following payments in the amounts approved by the Court: Individual PAGA Payments, the LWDA PAGA Payment, Class Representative Service Payment, Class Counsel Fees Payment, Class Counsel Litigation Expenses Payment, and the Administration Expenses Payment. The remainder is to be paid to Participating Class Members as Individual Class Payments.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Conversion Valuation Appraisal Report Page: 1 - 3 ================================================================================

  • Call Settlement Date means the fifth Business Day following the last Index Business Day in the Call Measurement Period.

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

  • Cash Settlement shall have the meaning specified in Section 14.02(a).

  • Net Share Settlement On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date to the account specified by Dealer and pay cash to Dealer in lieu of any fractional shares valued at the Relevant Price on the Valuation Date corresponding to such Settlement Date. Number of Shares to be Delivered: In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii)(A) the excess, if any, of the VWAP Price on the Valuation Date occurring on such Exercise Date over the Strike Price, divided by (B) such VWAP Price. The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 4:00 P.M. (local time in New York City) on the relevant Settlement Date.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(c).

  • Settlement Notice has the meaning specified in Section 14.02(a)(iii).

  • Termination Settlement Date means, for any Terminated Obligation, the date customary for settlement, substantially in accordance with the then-current market practice in the principal market for such Terminated Obligation (as determined by the Calculation Agent), of the sale of such Terminated Obligation with the trade date for such sale occurring on the related Termination Trade Date.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Energy Settlement Area means the bus or distribution of busses that represents the physical location of Network Load and by which the obligations of the Network Customer to PJM are settled.