Pre-Closing Income Tax definition

Pre-Closing Income Tax means any Income Tax incurred in a Pre-Closing Tax Period.
Sample 1Sample 2Sample 3
Pre-Closing Income Tax means any Income Tax for a Pre-Closing Tax Period.
Sample 1

Examples of Pre-Closing Income Tax in a sentence

  • Seller shall be responsible for the preparation and filing of any Tax Return with respect to any Acquired Company or the Business or the Acquired Assets that is required to be filed on or before the Closing Date and any Pre-Closing Income Tax Return, including in each case any amended Tax Return, and each such Tax Return shall be true and correct and completed in accordance with applicable law and consistent with past practice.

  • Any Pre-Closing Non-Income Tax Return that Buyer identifies pursuant to clause (i) hereof will be subject to the same procedures as a Pre-Closing Income Tax Return set forth in Section 8.6.2(a) and 8.6.2(b), mutatis mutandis.

  • When delivering any Pre-Closing Non-Income Tax Return to Seller, Buyer shall notify Seller whether such Pre-Closing Non-Income Tax Return (i) will be subject to the same review, approval, comment and dispute rights as the rights Seller has with respect to a Pre-Closing Income Tax Return pursuant to Section 8.6.2(a) and 8.6.2(b) or (ii) will not be subject to such review, approval, comment and dispute rights (such an identified Tax Return, a “Non-Reviewed Return”).

  • In cases where Buyer cannot elect to relinquish such carrybacks, no Seller Entity shall have any obligation to pay to Buyer or any Acquired Company any Tax refund or other amount resulting from a carryback of a post-acquisition Tax attribute of any Acquired Company into a Pre-Closing Income Tax Return.

  • The Company shall timely pay to the appropriate Governmental Entity the full amount of any Taxes due and payable by the Company with respect to such Pre-Closing Income Tax Returns.

  • Such Pre-Closing Income Tax Returns shall be prepared in a manner that is consistent with the prior practice of the Company, except as required by applicable Law.

  • The Buyer shall cause the Company to timely file each Buyer Pre-Closing Income Tax Return as finally prepared pursuant to this Section 9.2(d).

  • Seller shall be responsible for the preparation and filing of any Tax Return with respect to any Acquired Company or the Business or the Acquired Assets that is required to be filed on or before the Closing Date and any Pre-Closing Income Tax Return, including in each case any amended Tax Return, and each such Tax Return shall be true and correct and completed in accordance with applicable Law and consistent with past practice.

  • The Seller shall pay to the Purchaser no later than five (5) Business Days before the due date of such Pre-Closing Income Tax Return (taking into account any extension) the amount equal to the Taxes payable by the Company with respect to such Pre-Closing Income Tax Return.

  • If the Shareholders shall fail to submit any Pre-Closing Income Tax Return to Purchaser in accordance with this Section 13.01(b), Purchaser shall have the right to prepare and file such Pre-Closing Income Tax Return.

Related to Pre-Closing Income Tax

  • Qualifying Income means gross income that is described in Section 856(c)(3) of the Code.

  • 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.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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

  • EBIT means earnings before interest and taxes.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

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

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

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

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

  • Non-Income Tax means any Tax other than an Income Tax.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Non-Income Taxes means any Taxes other than Income Taxes.

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

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • Operating Income means the Company’s or a business unit’s income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles.

  • EBITA means for any period, operating profit (loss) plus (i) amortization, including goodwill impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash compensation expense, (iii) restructuring charges, (iv) non-cash write-downs of assets or goodwill, (v) charges relating to disposal of lines of business, (vi) litigation settlement amounts and (vii) costs incurred for proposed and completed acquisitions.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

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