Post-Closing Straddle Period Taxes definition

Post-Closing Straddle Period Taxes means Taxes of the Target Group Companies and of the Controlled Dealership Entities (or for which any of the Target Group companies or any the Controlled Dealership Entities is liable) with respect to a Straddle Period other than Pre‑Closing Straddle Period Taxes.
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Post-Closing Straddle Period Taxes means for Taxes attributable to the Business or the Purchased Assets for a Straddle Period, all such Taxes other than Pre-Closing Straddle Period Taxes. For avoidance of doubt, Post-Closing Straddle Period Taxes shall not include Transfer Taxes (as described in Section 6.5(f)) and Federal Employment Taxes in respect of the Transferred Employees.
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Post-Closing Straddle Period Taxes means Taxes of the Acquired Group Companies allocable to the Post-Closing Straddle Period pursuant to Section 6.2.
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Examples of Post-Closing Straddle Period Taxes in a sentence

  • Seller shall be liable for Pre-Closing Straddle Period Taxes and Buyer shall be liable for Post-Closing Straddle Period Taxes.

  • All Taxes arising from ownership or operation of the Business or the Purchased Assets that accrue after the Effective Time, including any Post-Closing Straddle Period Taxes;( c ) Accrued Depletion Allowances.


More Definitions of Post-Closing Straddle Period Taxes

Post-Closing Straddle Period Taxes has the meaning specified in Section 6.1(c).
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Post-Closing Straddle Period Taxes means Taxes with respect to any Straddle Period Tax Return described in Section 6.1(b) that are attributable to the portion of any Straddle Period beginning after the Closing Date. Transfer Taxes shall be addressed as provided in Section 2.6.
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Post-Closing Straddle Period Taxes means Straddle Period Taxes allocable to the Post-Closing Straddle Period as set forth in Section 8.3(a).
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Post-Closing Straddle Period Taxes means Straddle Period Taxes allocable to the Post-Closing Straddle Period as set forth in Section 8.3.
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Post-Closing Straddle Period Taxes has the meaning set forth in Section 9.8(f) below.
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Related to Post-Closing Straddle Period Taxes

  • 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 a Straddle Period ending on the Closing Date.

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

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

  • 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-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

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

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

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

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

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

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

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

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

  • 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.

  • 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.

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

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;

  • 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.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Base Taxes means the Taxes payable for the Base Tax Year.