Post-Closing Tax Event definition

Post-Closing Tax Event means: (a) amending a Tax Return of any of the Contributed Entities for a Pre-Closing Tax Period; (b) extending or waiving the applicable statute of limitations with respect to a Tax of any of the Contributed Entities for a Pre-Closing Tax Period; (c) filing any ruling request with any Governmental Authority that relates to Taxes or Tax Returns of any of the Contributed Entities for a Pre-Closing Tax Period; (d) filing Tax Returns or paying Taxes for a Pre- Closing Tax Period in jurisdictions that any Contributed Entity did not previously file a Tax Return (or pay Taxes) for such periods; (e) making, changing or rescinding any Tax election, adopting or changing any Tax accounting method; and (f) surrendering any right to claim a refund of Taxes, or taking any action or entering into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset (including a refund of any Tax), in each case with respect to any Pre-Closing Tax Period.
Sample 1Sample 2

Examples of Post-Closing Tax Event in a sentence

  • Neither the Company or SXE GP shall, nor shall they allow the Contributed Entities to, amend any Tax Return of any of the Contributed Entities for a Pre-Closing Tax Period or otherwise initiate any other Post-Closing Tax Event without the prior written consent of (i) the Southcross Director, with respect to a Post-Closing Tax Event of SXE GP or any member of the SXE Group, or (ii) the BBTS Director, with respect to a Post-Closing Tax Event of any members of the TexStar Group.

  • SXE shall not, nor shall it allow the Contributed Entities to, amend any Tax Return of any of the Contributed Entities for a Pre-Closing Tax Period or (or will use commercially reasonable efforts to preclude the TexStar JV Entities to) otherwise initiate any other Post-Closing Tax Event without the prior written consent of TexStar.

Related to Post-Closing Tax Event

  • 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.

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

  • Collateral Tax Event means at any time, as a result of the introduction of a new, or any change in, any home jurisdiction or foreign tax statute, treaty, regulation, rule, ruling, practice, procedure or judicial decision or interpretation (whether proposed, temporary or final), interest payments due from the Obligors of any Collateral Debt Obligations in relation to any Due Period becoming properly subject to the imposition of home jurisdiction or foreign withholding tax (other than where such withholding tax is compensated for by a “gross-up” provision in the terms of the Collateral Debt Obligation or such requirement to withhold is eliminated pursuant to a double taxation treaty so that the Issuer as holder thereof is held completely harmless from the full amount of such withholding tax on an after-tax basis) so that the aggregate amount of such withholding tax on all Collateral Debt Obligations in relation to such Due Period is equal to or in excess of 6% of the aggregate interest payments due (for the avoidance of doubt, excluding any additional interest arising as a result of the operation of any gross-up provision) on all Collateral Debt Obligations in relation to such Due Period.

  • Tax Event means the receipt by the Company and the Trust of an opinion of counsel experienced in such matters to the effect that, as a result of any amendment to or change (including any announced prospective change) in the laws or any regulations thereunder of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement (including any private letter ruling, technical advice memorandum, field service advice, regulatory procedure, notice or announcement, including any notice or announcement of intent to adopt such procedures or regulations) (an “Administrative Action”) or judicial decision interpreting or applying such laws or regulations, regardless of whether such Administrative Action or judicial decision is issued to or in connection with a proceeding involving the Company or the Trust and whether or not subject to review or appeal, which amendment, clarification, change, Administrative Action or decision is enacted, promulgated or announced, in each case on or after the date of original issuance of the Debentures, there is more than an insubstantial risk that: (i) the Trust is, or will be within 90 days of the date of such opinion, subject to United States federal income tax with respect to income received or accrued on the Debentures; (ii) interest payable by the Company on the Debentures is not, or within 90 days of the date of such opinion, will not be, deductible by the Company, in whole or in part, for United States federal income tax purposes; or (iii) the Trust is, or will be within 90 days of the date of such opinion, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

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

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

  • Tax Event Upon Merger has the meaning specified in Section 5(b).

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

  • Tax Event Repayment Date means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).

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

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

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

  • Tax Event Redemption Date means the date upon which a Tax Event Redemption is to occur.

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

  • Company Event of Default bears the meaning ascribed thereto in Section 13.1; “Company Notice of Default” bears the meaning ascribed thereto in Section 13.2;

  • Tax Event Redemption means, if a Tax Event shall occur and be continuing, the redemption of the Notes, at the option of the Company, in whole but not in part, on not less than 30 days nor more than 60 days' written notice.

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

  • Liquidity Event of Default with respect to any Liquidity Facility, has the meaning assigned to such term in such Liquidity Facility.

  • Post-Closing Period means any taxable period or portion thereof beginning after the Closing Date. If a taxable period begins on or before the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period.

  • Book-Up Event means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

  • Tax Event Redemption Price means an amount equal to the unpaid principal amount of this Note to be redeemed, which shall be determined by multiplying (1) the Outstanding Principal Amount of this Note by (2) the quotient derived by dividing (A) the outstanding principal amount to be redeemed by Principal Life of the Funding Agreement by (B) the outstanding principal amount of the Funding Agreement.

  • Acquisition Event means a merger or consolidation in which the Company is not the surviving entity, any transaction that results in the acquisition of all or substantially all of the Company’s outstanding Common Stock by a single person or entity or by a group of persons and/or entities acting in concert, or the sale or transfer of all or substantially all of the Company’s assets.

  • Credit Event Upon Merger has the meaning specified in Section 5(b).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Default under Specified Transaction provisions of Section 5(a)(v) will not apply to Party A and will not apply to Party B.