Post-Effective Time Taxes definition

Post-Effective Time Taxes means federal income Taxes owed by the Sellers based on the operation of the Company after the Effective Time through the Closing Date, which is calculated by multiplying (i) the taxable net income generated by the Company for the period beginning on the Effective Time and ending on the Closing Date, by (ii) the excess of the highest marginal U.S. federal income Tax rate for individuals over the long-term capital gains rate for individuals.
Sample 1

Examples of Post-Effective Time Taxes in a sentence

  • Applicants outside of the main admission exercise will be placed in the reallocation pool for one term, and must ask for the child’s name to remain on the waiting list each term thereafter.

  • To the extent the actual amount of any Pre-Effective Time Taxes or Post-Effective Time Taxes is not determinable at Closing or the Final Settlement Date, Buyer and Seller shall utilize the most recent information available in estimating the amount of such Asset Taxes for purposes of Section1.05.

  • As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) days thereafter, Buyer shall prepare and deliver to Sellers a schedule setting forth adjustments to the Purchase Price for Post-Effective Time Taxes.

Related to Post-Effective Time Taxes

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

  • Employment Taxes means all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

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

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

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

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

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

  • 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.

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

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

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

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

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

  • SpinCo Separate Return means any Tax Return of or including any member of the SpinCo Group (including any consolidated, combined, or unitary return) that does not include any member of the Parent Group.

  • Payroll Taxes means State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contributions Act (“FICA”).

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • 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.

  • Tax Group means any federal, state, local or foreign consolidated, affiliated, combined, unitary or other similar group of which the Acquiror Company is now or was formerly a member.

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • Severance Costs means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any employment contract for service on the Vessel.

  • Tax Payment Date means, with respect to any applicable Taxes, the date occurring 30 days prior to the date the same are due and payable.

  • Pre-Deconsolidation Period means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year with respect to which any Tax may be imposed under any applicable statute, rule or regulation.