Tax Authority Sample Clauses

Tax Authority. “Tax Authority” shall mean any Governmental Authority responsible for the imposition, determination, assessment or collection of any Tax.

Tax Authority. (i) If any Governmental Body or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (“Tax Authority”) asserts a claim, makes an assessment or otherwise disputes or affects the Tax reporting position of any of the Company or the Subsidiaries for a Pre-Closing Taxable Period or a Straddle Period or otherwise with respect to any Taxes for which Seller may be responsible hereunder, Purchaser shall, promptly upon receipt by Purchaser or any of its Affiliates (including the Company and the Subsidiaries) of notice thereof, notify Seller thereof. (ii) In the case of any Tax audit or administrative or court proceeding relating to a Pre-Closing Taxable Period of the Company or the Subsidiaries, as the case may be, Seller shall have the sole right to represent the interests of the Company and the Subsidiaries, and to employ counsel of Seller’s choice at Seller’s expense to carry out such representation, and the Company and the Subsidiaries shall (and Purchaser shall cause the Company and the Subsidiaries to) execute and deliver to Seller any power of attorney or other document reasonably requested by Seller in connection with the representation by Seller of the interests of the Company or the Subsidiaries in any proceeding described in this Section 8.12(d)(ii) for which Seller would be responsible; provided, that Seller shall not enter into any settlement, closing agreement, or compromise of any dispute, which would reasonably be expected to have an adverse effect greater than or equal to the Tax Threshold on the Company or the Subsidiaries for a Post-Closing Taxable Period, without Purchaser’s approval (which shall not be unreasonably delayed or withheld). (iii) Purchaser shall have the right to represent the interests of the Company and the Subsidiaries in any Tax audit or administrative or court proceeding relating exclusively to a Post-Closing Taxable Period (excluding any Straddle Period) of the Company or the Subsidiaries, as the case may be; provided, that Purchaser shall not enter into any settlement, closing agreement, or compromise of any dispute, which would reasonably be expected to have an adverse effect greater than or equal to the Tax Threshold on Seller or any of the Company or the Subsidiaries for a Pre-Closing Taxable Period or a Straddle Period, without Seller’s approval (which shall not be unreasonably delayed or withheld). (iv) In the case of any Tax audit or administr...

Tax Authority. 14 SFG........................................81

Tax Authority. 3.10(b) Tax Returns..................................................................................3.10(b) Taxes........................................................................................3.10(b) Termination Fee...............................................................................8.2(b) Transactions..................................................................................1.2(a) Transmittal Documents.........................................................................2.2(b) Voting Debt...................................................................................3.2(a) VSCA........................................................................................Recitals AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this "Agreement"), dated January 12, 2000, by and among The Sage Group plc, a company organized under the laws of England ("Parent"), Bobcat Acquisition Corp., a Virginia corporation and a wholly owned subsidiary of Parent (the "Purchaser"), and Best Software, Inc., a Virginia corporation (the "Company").

Tax Authority. 3.1(j)(xi) Tax Return................................................... 3.1(j)(xi) Taxes........................................................ 3.1(j)(xi) Thermo Electron..............................................

Tax Authority. There have been no examinations or audits of any Tax Returns by any applicable Governmental Authority, and no issues relating to Tax of any Group Company were raised by the relevant Governmental Authorities in any completed audit or examination. No written claim has ever been made by any Governmental Authority in a jurisdiction where the Group Companies does not file Tax Returns that any Group Company is or may be subject to taxation by that jurisdiction. None of the Group Companies has received notice of any proposed or determined Tax deficiency or assessment from any Governmental Authority.

Tax Authority. There have been no pending Action or dispute of any Tax Returns by any applicable Governmental Authority. No written claim has ever been made by any Governmental Authority in a jurisdiction where the Group Companies does not file Tax Returns that any Group Company is or may be subject to taxation by that jurisdiction, which has not been resolved. None of the Group Companies has received notice of any proposed or determined Tax deficiency or assessment from any Governmental Authority, which has not been resolved.

Tax Authority. “Tax Authority” has the meaning given in Section 6.8.

Tax Authority. Section 7.8(i),..................... 61