Pre-Closing Income Tax Audit definition

Pre-Closing Income Tax Audit means any audit by a Governmental Entity charged with enforcing Taxes that is (i) with respect to Income Taxes of the Company or any Subsidiary, (ii) with respect to a Pre-Closing Tax Period, and (ii) initiated by such Governmental Entity in writing and such written notice is received by the Company or any of its Subsidiaries prior to the Closing Date. For purposes of this Agreement, a Pre-Closing Income Tax Audit shall also include any judicial or other proceedings that directly result from an audit that meets the requirements of the previous sentence and is with respect to the same Pre-Closing Tax Period as the Pre-Closing Income Tax Audit commenced prior to the Closing.
Sample 1

Related to Pre-Closing Income Tax Audit

  • 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.

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

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

  • 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 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.

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

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal income taxes (including without limitation Texas franchise taxes) paid or due to be paid during such period.

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

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

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

  • Qualifying Income Gross income that is described in Section 856(c)(2) or 856(c)(3) of the Code.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

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

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

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

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

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.