Definition of Pre-Closing Date Share

  1. Pre-Closing Date Share means (a) with respect to any Liability for Taxes for a Straddle Period that are based on or measured by income (or that include as one of their alternative bases a Tax based on or measured by income), and any sales, use, value added, employment, payroll, and other similar Taxes which are based on or related to sales, proceeds, receipts, disbursements, profits, gains, or similar items, the amount of such Liability for Taxes that would be due for the portion of the Taxable period beginning on the first day of the Straddle Period and ending on (and including) the Closing Date, based on an interim closing of the books as of the Closing, and (b) with respect to any other Liability for Taxes for a Straddle Period, the total amount of such Liability for Taxes due for the entire Straddle Period, multiplied by (i) the number of days in the portion of the Straddle Period beginning on the first day of the Straddle Period and ending on (and including) the Closing Date divided by (ii) the total number of days in the Straddle Period.

Definition of Pre-Closing Date Share in Purchase and Sale Agreement

Pre-Closing Date Share means (a) with respect to any Liability for Taxes for a Straddle Period that are based on or measured by income (or that include as one of their alternative bases a Tax based on or measured by income), and any sales, use, value added, employment, payroll, and other similar Taxes which are based on or related to sales, proceeds, receipts, disbursements, profits, gains, or similar items, the amount of such Liability for Taxes that would be due for the portion of the Taxable period beginning on the first day of the Straddle Period and ending on (and including) the Closing Date, based on an interim closing of the books as of the Closing, and (b) with respect to any other Liability for Taxes for a Straddle Period, the total amount of such Liability for Taxes due for the entire Straddle Period, multiplied by (i) the number of days in the portion of the Straddle Period beginning on the first day of the Straddle Period and ending on (and including) the Closing Date divided by (ii) the total number of days in the Straddle Period.