Pre-Adjustment Taxes definition

Pre-Adjustment Taxes means, without duplication, (i) the amount equal to the Taxes due by the Acquired Companies with respect to any period ending on or before the Adjustment Date and the portion of any Straddle Period ending on the Adjustment Date, and (ii) the amount of any Taxes resulting from, relating to or arising in connection with the Seller Pre-Closing Reorganization. Taxes resulting from, relating to or arising in connection with the Seller Pre-Closing Reorganization shall be computed on a stand-alone basis assuming the relevant Person had no other sources of income or loss, credits, deductions or Tax attributes. Pre-Adjustment Taxes shall be computed without application of any future Tax asset that has been taken into account and actually adjusted for in the determination of the Purchase Price, as finally determined and without the application of any Tax attribute to the extent such application would create or increase a deferred Tax liability for accounting purposes. For greater certainty, any future Tax assets that has been taken into account and actually adjusted for in the determination of the Purchase Price, as finally determined shall be for the account of Purchaser and shall not be applied to reduce Pre-Adjustment Taxes.
Sample 1

Related to Pre-Adjustment Taxes

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • 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.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

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

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

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

  • Contract Adjustment Payments means the payments payable by the Company on the Payment Dates in respect of each Purchase Contract, at a rate per year of [ ]% of the Stated Amount per Purchase Contract.

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

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • 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).

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

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

  • 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.

  • 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 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.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Value Adjustments means cash lending revenues and other revenues on collateral in respect of a Series of ETP Securities.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • Conveyance Taxes means sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

  • Imbalance Charges means any fees, penalties, costs or charges (in cash or in kind) assessed by a Transporter for failure to satisfy the Transporter's balance and/or nomination requirements.

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

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

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