Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Pre-Closing Taxes means Taxes of the Companies for any Pre-Closing Tax Period.
Pre-Closing Taxes has the meaning set forth in Section 7.3 above.
Examples of Pre-Closing Taxes in a sentence
With respect to any Tax Returns filed by the Company for any taxable period (or portions thereof) ending on or before the Closing Date (a “Pre-Closing Taxable Period”), or for any Straddle Periods, the Seller shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns to the extent not reflected in the determination of the Final Closing Cash Consideration (each such amount, a “Final Return Deficiency”).
More Definitions of Pre-Closing Taxes
Pre-Closing Taxes means any and all Taxes imposed on the Company for any Pre-Closing Period and for the portion of any Straddle Period ending on the Closing Date except such Taxes which were taken into account in calculating the Cash Purchase Price, which are listed on the Agreed Closing Statement and except any Taxes on profits exceeding the profits assumed in the determination of the Cash Purchase Price, as set forth on the Agreed Closing Statement.
Pre-Closing Taxes means, without duplication, (i) all Taxes (or the non-payment thereof) of or imposed on Seller, (ii) all Taxes (or the non-payment thereof) of or imposed on or payable by any Sale Entity or the JV Company for any Pre-Closing Tax Period and the portion of any Straddle Period through the end of the Closing Date determined in accordance with this Agreement (including any such Taxes arising as a result of the Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015 (Pub. L. No. 114-74), together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws), (iii) all Taxes of any member of an affiliated group of which any Sale Entity or the JV Company (or any predecessor of such member) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar U.S. state or local, or non-U.S. Law, (iv) all Taxes arising from the Contemplated Transactions, including any Taxes arising from any pre-Closing restructuring occurring in connection with the Contemplated Transactions, (v) all Taxes of any Person (other than a Sale Entity or the JV Company) imposed on any Sale Entity or the JV Company (x) as a transferee or successor, (y) by Contract, or (z) pursuant to any Law, which Taxes, in each case, relate to an event or transaction occurring before the end of the Closing Date, (vi) all Taxes arising from the settlement, repayment, retirement, cancellation or elimination of any intercompany balances between Sale Entities or the JV Company or between one or more Sale Entity or the JV Company and Seller or one or more of its Affiliates, (vii) all Taxes payable under Section 965 of the Code, regardless of whether an election under Section 965(h) of the Code has been made, (viii) any indemnity or gross up made to service providers of any Sale Entity or the JV Company for any Taxes imposed under Section 4999 or Section 409A of the Code (or any corresponding provisions of state, local, or non-U.S. Tax Law) with respect to compensation arrangements entered into with service providers in a Pre-Closing Tax Period or the portion of any Straddle Period through the end of the Closing Date, (ix) Taxes arising from breach by Seller of any covenant set forth in this Agreement, (x) any Taxes arising from the inclusion of any item of income in, or exclusion of any item of deduction from, taxable income for any taxable period (or portio...
Pre-Closing Taxes means (a) any and all Taxes of the Company attributable to, with respect to, or otherwise relating to any taxable period ending on or prior to the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) any and all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or non- U.S. Legal Requirement, (c) any and all Taxes of any Person imposed on the Company as a transferee or successor, by Contract or pursuant to any Legal Requirement, which Taxes relate to an event or transaction occurring before the Closing, and (d) the Company Indemnitors’ share of any Transfer Taxes pursuant to Section 5.8. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes based on or measured by income, receipts, or payroll of the Company for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date, and the amount of other Taxes of the Company for a Straddle Period that relates to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
Pre-Closing Taxes has the meaning set forth in Section 7.3.3 below.
Pre-Closing Taxes means any (i) Taxes of the Company and its Subsidiary for a Taxable period (or portion thereof) ending on or prior to the Closing Date and (ii) any Taxes of any other Person for which the Company or its Subsidiary is liable if the agreement, event or occurrence giving rise to such Liability occurred before the Closing. In the case of any Taxes of the Company or its Subsidiary that are imposed on a periodic basis and that are payable for a Taxable period that includes (but does not end on) the Closing Date, such Taxes shall (i) in the case of property, ad valorem or other Taxes that accrue based upon the passage of time, be deemed to be Pre-Closing Taxes in an amount equal to the amount of such Taxes for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the Taxable period through and including the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (ii) in the case of any other Taxes, be deemed to be Pre-Closing Taxes in an amount equal to the amount of Taxes that would be payable if the relevant Taxable period ended on the Closing Date. Any credits relating to a Taxable period that includes (but does not end on) the Closing Date shall be taken into account as though the relevant Taxable period ended on the Closing Date. Notwithstanding anything to the contrary in this Agreement, Sellers shall not be liable for (i) any Taxes of the Company or its Subsidiary that are attributable to an action or event on the Closing Date after the Closing that are outside the ordinary course of business of the Company and its Subsidiary and (ii) any Taxes that have been reflected in the calculation of and thereby resulted in a reduction of the Purchase Consideration.
Pre-Closing Taxes has the meaning specified in Section 8.01(a).
Pre-Closing Taxes means any and all Taxes relating to any taxable period ending on or prior to the Closing Date.