Estimated Closing Niobec Tax Liability definition

Estimated Closing Niobec Tax Liability means a written estimate of the Closing Niobec Tax Liability prepared by IAMGOLD in accordance with Section 2.4.1;
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Related to Estimated Closing Niobec Tax Liability

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

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

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

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

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).

  • 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.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

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

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • 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.

  • 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.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).