Definition of Pre-Closing Income Tax Amount


Pre-Closing Income Tax Amount means the aggregate accrued but unpaid income Taxes of the Company's Subsidiaries that are treated as corporations for U.S. federal income tax purposes with respect to the Pre-Closing Tax Period taking into account, for the avoidance of doubt, the Transaction Tax Deductions in such calculation, and including, for the avoidance of doubt, Taxes imposed in connection with the sale or other transfer of West Plant prior to Closing.
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Examples of Pre-Closing Income Tax Amount in a sentence

The Pre-Closing Income Tax Amount will be determined by the Buyer in accordance with generally accepted accounting principles but without regard to any net operating loss carryforward.
If the estimated Pre-Closing Income Tax Amount used for purposes of Section 2.2(a) exceeds the actual Pre-Closing Income Tax Amount, the Buyer shall pay such excess amount to the Shareholders within five days after the Buyer and the Shareholders' Agent agree in writing on the amount of such excess.
The Closing Date Balance Sheet will set forth, in addition to other items required by GAAP, the amount of (i) cash on hand of the Company and (ii) the Closing Date Liabilities (including the Pre-Closing Income Tax Amount) and each item thereof.
If the actual Pre-Closing Income Tax Amount exceeds the estimated Pre-Closing Income Tax Amount used for purposes of Section 2.2(a), the Shareholders shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable, accompanied by a schedule reflecting the calculation of the amount due.
If the actual Pre-Closing Income Tax Amount exceeds the estimated Pre-Closing Income Tax Amount used for purposes of Section 2.2(a), the Shareholders shall pay such excess amount to the Buyer within five days after their receipt of notice from the Buyer stating the amount payable, accompanied by a schedule reflecting the calculation of the amount due; provided, however, that such amount shall not be considered due if it is being contested in good faith and by appropriate proceedings diligently conducted.