Pre-Closing Date Tax definition

Pre-Closing Date Tax means any Tax attributable to the Pre-Closing Date Period, and, for the avoidance of doubt, the obligation to repay or correct input VAT (with respect to input VAT claimed prior to the Closing Date) pursuant to section 15a German VAT Act provided the facts (e.g. entering into a lease agreement without any VAT option) which triggered such repayment occurred on or prior to the Closing Date (irrespective of whether the input VAT correction has to be made prior or after the Closing Date). For purposes of calculating Pre-Closing Date Taxes attributable to a time period (e.g. a fiscal year (Wirtschaftsjahr) or a calendar year) starting before and ending after the Closing Date any such time period will be deemed to have ended on the day prior to the Closing Date.
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Pre-Closing Date Tax means any Tax attributable to the Pre-Closing Date Period. For purposes of calculating Pre-Closing Date Taxes attributable to a time period (e.g., a fiscal year (Wirtschaftsjahr) or a calendar year) starting before and ending after the Closing Date any such time period will be deemed to have ended on the Closing Date. Thresholds and allowances that are only being granted for a full financial year are to be recognized on a pro rata basis for the purposes of this determination.
Sample 1
Pre-Closing Date Tax means any Tax imposed on any Target Group Company for, or with respect to any taxable event having occurred in the Pre-Closing Date Period. For purposes of calculating Pre-Closing Date Taxes attributable to a time period (e.g. a fiscal year (Wirtschaftsjahr) or a calendar year) starting before and ending after the Closing Date any such time period will be deemed to have ended on and including the Effective Time.
Sample 1

Examples of Pre-Closing Date Tax in a sentence

  • The Buyer shall review and comment upon such Tax Returns, and upon the Buyer's approval thereof, the Buyer shall cause the Company to file such Pre-Closing Date Tax Returns.

  • The Sellers shall deliver or cause to be delivered all such Pre-Closing Date Tax Returns to the Buyer not less than 20 Business Days prior to the due date therefor.

  • All Pre-Closing Date Tax Returns shall be prepared, and all elections with respect to Pre-Closing Date Tax Returns shall be made, in a manner consistent with past practice, except to the extent otherwise required by applicable Law.

  • Not later than thirty (30) days (in the case of an income Tax Return) or ten (10) days (in the case of a non-income Tax Return) prior to the due date for filing of each such Pre-Closing Date Tax Return that is due after the Closing Date, Seller shall provide Buyer with a draft copy of such Pre-Closing Date Tax Return for Buyer’s review and consent, which shall not be unreasonably withheld, conditioned or delayed.

  • Seller shall timely remit, or cause to be timely remitted, all Taxes due in respect of any Pre-Closing Date Tax Returns.

  • The Buyer or the Companies shall prepare and file (or cause to be prepared and filed) all Other Tax Returns for any Overlap Tax Period (it being understood that such obligation does not apply to state income Tax Returns for the Pre-Closing Date Tax Period, as provided in paragraph (ii) of this Section 5(k)) and shall pay, or cause to be paid, when due any Other Taxes shown as due on any such Other Tax Returns.

  • Such Pre-Closing Date Tax Returns shall be prepared in accordance with past practice (unless a contrary position is required by Applicable Law).

  • Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Date Tax Period, Sellers shall pay to Buyer the amount of any Seller Taxes with respect to such Tax Return.

  • The amount of any refunds of Taxes of the Target Companies for any Pre-Closing Date Tax Period (other than any refund resulting from the carryback of a net operating loss or other Tax attribute from a period beginning after the Closing Date to a period ending on or prior to the Closing Date, which refund shall be for the account of Buyer) shall be for the account of the Members.

  • The Seller shall pay (or cause to be paid), when due, all Federal Income Taxes of the Seller, the Companies and the Other Affiliates payable in respect of (I) Pre-Effective Date Tax Periods and (II) without limiting the terms of Section 5(t), the Pre-Closing Date Tax Period.


More Definitions of Pre-Closing Date Tax

Pre-Closing Date Tax or “Pre-Closing Date Taxes” shall mean any Taxes attributable to any Pre-Closing Date Period and imposed by any Tax Authority, it being understood that with regard to any taxable periods (steuerlicher Veranlagungs- und Erhebungszeitraum) beginning before the Closing Date and ending after the Closing Date, the portion of Taxes attributable to the Pre-Closing Date Period shall be equal to the amount which would have been assessed by the competent Tax Authority if the Closing Date were the end of a taxable period (steuerlicher Veranlagungs- oder Erhebungszeitraum) and the end of a trunk business year (Xxxxx-Geschäftsjahr) of the relevant Group Company.
Sample 1
Pre-Closing Date Tax has the meaning provided such term in Section 7.2(c).
Sample 1

Related to Pre-Closing Date Tax

  • 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 Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Additional Closing Date shall have the meaning set forth in Section 2.3.2.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

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

  • 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.

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

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

  • 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.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Second Closing Date has the meaning set forth in Section 1.3.

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

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

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

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

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

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.