Pre-Closing Blocker Taxes definition

Pre-Closing Blocker Taxes means (i) all Taxes of the Blocker with respect to taxable periods ending on or before the Closing Date, and (ii) the Pre-Closing Date Share of all Taxes of the Blocker with respect to Straddle Periods.
Sample 1
Pre-Closing Blocker Taxes means, without duplication, all Taxes of or imposed on Blocker for the Pre-Closing Tax Period; provided that Pre-Closing Blocker Taxes shall not include any (i) Taxes to the extent taken into account in calculating the Final Indebtedness Amount, the Final Seller Transaction Expense Amount or the Final Adjusted Net Working Capital Amount, (ii) Taxes arising from a transaction on the Closing Date after the Closing involving Blocker or any one or more of the Company Entities outside the ordinary course of business and not contemplated by this Agreement or any Related Agreement which transaction is effected by Buyer or at the direction of Buyer, or (iii) Taxes arising from or related to an election under Section 338(g) of the Code with respect to the purchase of Blocker hereunder. For purposes of determining Pre-Closing Blocker Taxes with respect to any Straddle Period of the Company Entities, Blocker’s share of the Company Entities’ items of income, gain, loss and deduction and any other relevant tax items for the Straddle Period shall be determined based on a closing of the books as of the Closing Date.
Sample 1

Related to Pre-Closing Blocker Taxes

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

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

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

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

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

  • 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.

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

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

  • Closing Merger Consideration has the meaning set forth in Section 2.02

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • 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.

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

  • Blocker has the meaning set forth in the preamble.

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • 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.

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

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

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

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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