Closing Tax Liability definition

Closing Tax Liability has the meaning set forth in Section 2.3(a).
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Closing Tax Liability means the aggregate amount of all federal, state, local or foreign Taxes of, or payable by, the Company or any Company Subsidiary attributable to any Pre-Closing Tax Period which will remain unpaid as of the Closing.
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Closing Tax Liability has the meaning set out in Clause 9.7.3;
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Examples of Closing Tax Liability in a sentence

  • The obligation to make the indemnity payments contemplated by this Section 6.04 shall be due on the date on which the relevant Pre- Closing Tax Liability is payable to the Tax Authorities.

  • I have formed a very strong view that there really was no problem and that, even if he smelt something on site, it represented at most a peg on which to hang a hat which would lead to suspension.

  • Within 60 days after the Closing Date, Buyer shall prepare and deliver to the Stockholders’ Representative a statement (the “Post- Closing Statement”) setting forth (1) its calculation of Closing Working Capital, (2) a calculation of the resulting Final Working Capital Adjustment, (3) Company Transaction Expenses, (4) Closing Date Cash, (5) Closing Tax Liability and (6) the resulting Post-Closing Adjustment.

  • We used the low-resolution mode with R=16000 that gives <1km/s velocity precision.

  • The Closing Indebtedness and Closing Tax Liability of the Company as of the Closing as set forth on the certificate to be delivered by the Company and the Seller under Section 2.1(r)(ii) is accurate and complete and properly taken into account in connection with the calculation of the Closing Purchase Price.


More Definitions of Closing Tax Liability

Closing Tax Liability means the aggregate Tax liability of the Company for both federal income Taxes and state income Taxes, as shown on all Tax Returns prepared and filed pursuant to Section 5C of this Agreement. If the Company must file a federal or state income Tax Return that includes but does not end on the Closing Date (a "Straddle Return"), then Closing Tax Liability shall include only the portion of the Tax shown on that Straddle Return allocable to the period ending on the Closing Date pursuant to Section 5C.
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Related to Closing Tax Liability

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • 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.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another 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).

  • Tax Liabilities means all liabilities for Taxes.

  • 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.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • State premium tax liability means any liability

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

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

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

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

  • 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.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Seller Taxes has the meaning set forth in Section 11.1(f).