Closing Taxes definition

Closing Taxes means an amount equal to the aggregate amount of unpaid net income tax liabilities of the Company for the taxable years that ended on December 31, 2020 and for the taxable years (or portions thereof in the case of a Straddle Period) ending on the Closing Date, and (without duplication) Company Section 338(h)(10) Taxes incurred as a result of the Election on the Closing Date, provided that the calculation of Closing Taxes shall (A) take into account estimated (or other prepaid) Tax payments, (B) be determined assuming that all income Tax Returns and net income Taxes of the Company that have not yet been filed or paid will be filed or paid in accordance with past practice of the Company for purposes of determining its Tax filing and payment responsibilities and obligations (taking into account the impact of any Election delivered at the Closing), (C) take into account all Transaction Tax Deductions, for the period (or portion thereof) ending on the Closing Date, and (D) with respect to any Straddle Period, be determined consistent with Section 7.4(c), and (E) exclude all deferred Tax liabilities and all composite and similar Taxes.
Sample 1Sample 2Sample 3
Closing Taxes means, without duplication, the amount (which amount shall not be negative) of all unpaid (i) Taxes of the Acquired Companies for any Pre-Closing Tax Period, plus (ii) Taxes arising from the Business Internal Reorganization that the Acquired Companies are liable to pay after the Closing, plus (iii) French Reorganization Transfer Taxes plus (iv) French RE Transfer Taxes, in each case, whether or not such Taxes are due and payable as of the Closing Date; provided that “Closing Taxes” shall be calculated (A) as of the end of the Closing Date, (B) in a manner consistent with past practice of Seller Parent or its applicable Subsidiary, (C) by disregarding any deferred income Tax assets or liabilities, (D) by taking in to account all available tax assets, credits and attributes of the Acquired Companies to the extent such tax assets, credits and attributes actually reduce the amount cash Taxes due and payable for the applicable Pre-Closing Tax Period under the applicable Tax Law and any estimated Taxes paid in respect of such Pre-Closing Tax Period and (E) by using the convention set for in the definition of the term Straddle Period to calculate the amount of Taxes allocable to the portion of the Straddle Period ending on and including the Closing Date.
Sample 1Sample 2
Closing Taxes shall have the meaning set forth in Section 5.6(b)(iv).
Sample 1

Examples of Closing Taxes in a sentence

  • Xxxxxxx shall have the right to control any Tax Proceeding relating to Pre-Closing Restructuring Taxes and Deferred Closing Taxes; provided, that Xxxxxxx shall keep Newco fully informed of all material developments and, other than with respect to any Tax Proceeding relating to any Pre-Closing Xxxxxxx Combined Return (which shall be governed by Section 14(b)), shall permit Newco, at its own cost and expense, a reasonable opportunity to participate in the defense of the matter.

  • Newco shall have the right to control all matters relating to any Tax Proceeding relating to any Xxxxxxx Contributed Subsidiary Non-Xxxxxxx Group Tax Return and any Tax attributable to any Xxxxxxx Contributed Subsidiary or Deferred Business that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring Taxes or Deferred Closing Taxes.

  • If subsequent to the Closing, Taxes for the year of Closing are determined to be higher or lower than as prorated, a reproration and adjustment will be made at the request of Buyer or Seller upon presentation of actual tax bills, and any payment required as a result of the reproration will be made within ten (10) Business Days following demand therefor.

  • Newco shall have the right to control all matters relating to any Tax Proceeding relating to any Emerson Contributed Subsidiary Non-Xxxxxxx Group Tax Return and any Tax attributable to any Emerson Contributed Subsidiary or Deferred Business that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring Taxes or Deferred Closing Taxes.

  • In determining whether any Pre Closing Taxes are due and payable by any Acquired Company, due consideration shall be given to applicable NOLs and income tax receivables.

  • If subsequent to the Closing Taxes for the year of Closing are determined to be higher or lower than as prorated, a reproration and adjustment will be made at the request of Buyer or Seller upon presentation of actual tax bills, and any payment required as a result of the reproration shall be made within 10 Business Days following demand therefor.

  • The Estimated Closing Balance Sheet, the Estimated Closing Date Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Debt, the Estimated Selling Expenses and the Estimated Closing Taxes Payable set forth in the Estimated Closing Date Statement will be prepared in accordance with the principles set forth on Exhibit B (the “Accounting Principles”).

  • Closing Taxes) or as provided in clause (iii) of Section 11.02(b), or (C) Purchaser’s or Sellers’ right to indemnity for all Losses resulting from fraud.

  • After the Closing Date, Seller will indemnify and hold harmless Buyer, the Transferred Companies and their Subsidiaries from and against any and all Losses resulting from, arising out of or relating to (a) Pre- Closing Taxes, (b) Seller's Post-Closing Taxes, (c) any breach of a representation or warranty included in Section 3.30 and (d) Transfer Taxes described in Section 10.6.

  • Seller's Consolidated Group shall timely pay or cause to be paid all Taxes related to Pre-Closing Tax Returns ("Pre- Closing Taxes").


More Definitions of Closing Taxes

Closing Taxes means an amount equal to (A) Closing Income Taxes plus (B) Closing Transaction Taxes, provided that “Closing Taxes” shall be calculated in accordance with the Intended Tax Treatment.
Sample 1
Closing Taxes means all Taxes, except to the extent treated as liabilities in the calculation of Closing Working Capital or the Unpaid Company Transaction Expenses, which are imposed on the Company and Company Subsidiaries or for which the Company and Company Subsidiaries may otherwise be liable as of the Adjustment Time, determined as of the Adjustment Time on a consolidated basis in accordance with Section 2.3(f) and after giving effect to the transactions contemplated by this Agreement (including the repayment of the Closing Indebtedness) and transactions before the moment of Closing outside the ordinary course of business; provided the amount of such Tax for any taxable year or period beginning before and ending after the Closing Date shall be determined by assuming that the Company and Company Subsidiaries had a taxable year or period which ended at the Adjustment Time (but after giving effect to the transactions contemplated by this Agreement (including the repayment of the Closing Indebtedness) and transactions before the moment of Closing outside the ordinary course of business), except that exemptions, allowances or deductions that are not attributable to a particular day or portion of such taxable year or period, such as the deduction for depreciation, shall be apportioned on a pro rata basis based on the number of days during such taxable year or period that occur prior to the Closing and the number of days during such taxable year or period that occur on or after the Closing Date. It is understood that any loss of deduction for any payment that constitutes a “parachute payment” pursuant to Section 280G of the Code is intended to impact Closing Taxes, such that the burden arising from the loss of such deduction pursuant to Section 280G of the Code or otherwise is the economic burden of the Company Holders.
Sample 1
Closing Taxes means the amount of all Income Taxes of the Company related to the tax periods (or any portion thereof) ending on or prior to the Closing Date which have not previously been paid.
Sample 1
Closing Taxes means any (i) Taxes of the Company for a Pre-Closing Tax Period, (ii) Taxes of the Sole Owner (including capital gains Taxes arising as a result of the Transactions) or any of their Affiliates (excluding the Company) for any Tax period, (iii) Taxes for which the Company (or any predecessor of the foregoing) is held liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign law) by reason of such entity being included in any consolidated, affiliated, combined, or unitary group at any time on or before the Closing Date, and (iv) Taxes of any other Person for which the Company is liable if the agreement, event, or occurrence giving rise to such Liability occurred on or before the Closing Date. Notwithstanding anything to this Agreement to the contrary, Pre-Closing Taxes includes any payroll taxes and other Taxes of the Company arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions, whether or not such Tues are due and payable as of the Closing Date (and, for the avoidance of doubt, shall include any such Taxes that were deferred pursuant to the CARES Act).
Sample 1
Closing Taxes means any unpaid Taxes of the Company and its Subsidiaries incurred or accruing for Pre-Closing Tax Periods; provided that, for the avoidance of doubt, such amounts shall include reasonable estimates thereof for any taxable periods (or portions thereof, as determined in accordance with Section 10.3 that end on or include the Closing Date); provided, however, that Bonus Tax Deductions shall not be taken into account in the determination of Closing Taxes.
Sample 1

Related to Closing Taxes

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

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

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

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • 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).

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

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

  • School operating taxes means local ad valorem property taxes levied under section 1211 of the revised school code, MCL 380.1211, and retained for school operating purposes.

  • Transaction Taxes has the meaning set forth in Section 6.01.

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

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

  • Transfer Taxes means any and all transfer, documentary, sales, use, gross receipts, stamp, registration, value added, recording, escrow and other similar Taxes and fees (including any penalties and interest) incurred in connection with the transactions contemplated by this Agreement (including any real property or leasehold interest transfer or gains tax and any similar Tax).

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

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Closing has the meaning set forth in Section 2.2.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Closing Date has the meaning set forth in Section 2.2.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Withholding Taxes means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).