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.

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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.

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.

Examples of Closing Taxes in a sentence

The Parties agree that the purpose of preparing the Closing Statement is to measure and determine the amount of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles.
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.
The following adjustments shall be made at the Closing: Taxes and assessments as set forth in Section 9 of this Contract.
If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority.
Newco shall have the right to control all matters relating to any Tax Proceeding relating to any ▇▇▇▇▇▇▇ Contributed Subsidiary Non-▇▇▇▇▇▇▇ Group Tax Return and any Tax attributable to any ▇▇▇▇▇▇▇ 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.
The Parties agree that the purpose of preparing the Estimated Closing Statement is to estimate the amounts of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles.
The Post-Effective Date Taxes shall be determined in a manner similar to and consistent with the determination of Pre Closing Taxes under Section 11.1(c).
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.
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.
To the extent that actual Tax bills are not available prior to Closing, Taxes will be prorated at Closing utilizing the most recent ascertainable Tax bills.

More Definitions of Closing Taxes

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.

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.

Closing Taxes shall have the meaning set forth in Section 5.6(b)(iv).

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).

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.