Definition of Pre-Closing Date Share


Pre-Closing Date Share means (a) with respect to any Income Tax liability for a Straddle Period, the amount that would be due for the portion of the tax period beginning on the first day of the Straddle Period and ending on the Closing Date, based on an interim closing of the books as of the close of business on the Closing Date, and (b) with respect to any other Tax liability for a Straddle Period, the total amount due for the entire Straddle Period, multiplied by (x) the number of days in the Straddle Period on or before the Closing Date divided by (y) the total number of days in the Straddle Period.

Examples of Pre-Closing Date Share in a sentence

Not less than two (2) Business Days prior to the filing of any such Tax Return, Sellers shall pay to Buyer an amount equal to the Pre-Closing Date Share of any Taxes due in respect of such Tax Return, to the extent such Taxes have not been specifically accrued for in the Price Components in the Purchase Price Statement or Estimated Purchase Price Statement.
Buyer shall pay to Sellers, in accordance with the Seller Allocation, the excess, if any, of the Pre-Closing Date Share of Taxes specifically accrued for in the Price Components in the Purchase Price Statement or the Estimated Purchase Price Statement over any Pre-Closing Date Share of Taxes due in respect of such Tax Returns.