Pre-Closing Income Tax Return definition

Pre-Closing Income Tax Return has the meaning set forth in Section 10.1(b).

Pre-Closing Income Tax Return has the meaning set forth in Section 5.22(a).

Pre-Closing Income Tax Return has the meaning set forth in Section 7.01(c).

Examples of Pre-Closing Income Tax Return 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.

• 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.

• In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and rules framed there under to the extent notified.

• Parent shall prepare and timely file, or cause to be prepared and timely filed, any Tax Return required to be filed by the Company and its Subsidiaries after the Closing Date for any Pre-Closing Tax Period including any Tax Return for a Straddle Period (a “ Straddle Period Tax Return ”) but excluding any Pre-Closing Income Tax Return (each such Tax Return, a “ Pre-Closing Tax Return ”).

More Definitions of Pre-Closing Income Tax Return

Pre-Closing Income Tax Return shall have the meaning ascribed to such term in Section 10.01(b).

Pre-Closing Income Tax Return means any Income Tax Return of the Company or its Subsidiaries required to be filed for a Tax period ending on or before the Closing Date, including the IRS Form 1120S and other Income Tax Returns of the Company or its Subsidiaries reporting income, gain or loss resulting from the Elections.

Pre-Closing Income Tax Return has the meaning Section 8.17.

Pre-Closing Income Tax Return or “Pre-Closing Income Tax Returns” shall have the meaning set forth in Section 12.1.

Pre-Closing Income Tax Return which Tax Returns will be prepared (i) in accordance with applicable Legal Requirements and (ii) consistent with past practice of the Company except as otherwise required by applicable Legal Requirements. The Securityholder Representative shall deliver such Pre-Closing Income Tax Returns to Parent for its review and comment not later than ninety (90) days before the due date for filing (including extensions) such Tax Returns. If Parent objects to any item on any such Pre-Closing Income Tax Return, it shall, within twenty (20) days after delivery of such Tax Return notify Securityholder Representative in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis for any such objection. If a notice of objection shall be duly delivered, Parent and the Securityholder Representative shall negotiate in good faith and use their reasonable efforts to resolve such items. If Parent and the Securityholder Representative are unable to reach such agreement within ten (10) days after receipt by Securityholder Representative of such notice, the disputed items shall be resolved by the Arbitration Firm and any determination by the Arbitration Firm shall be final. If the Arbitration Firm is unable to resolve any disputed items at least forty five (45) days before the due date for filing such Tax Return (including any extensions thereof), the Tax Return shall be filed as prepared by Parent and then amended to reflect the Arbitration Firm’s resolution. The costs, fees and expenses of the Arbitration Firm shall be borne equally by Parent and the Securityholder Representative (on behalf of the Effective Time Holders).

Pre-Closing Income Tax Return means any U.S. federal Income Tax Return of the Company Consolidated Group for a Pre-Closing Income Tax Period. For the avoidance of doubt the Pre-Closing Income Tax Return shall include the consolidated U.S. federal Income Tax Return of the Company Consolidated Group for the taxable period that ends on the Closing Date and shall also include the consolidated U.S. federal Income Tax Return of Company Consolidated Group for the taxable period that ends on December, 31, 2022.

Pre-Closing Income Tax Return means any Return filed on or after the Closing with respect to any Tax Period that commenced prior to the Closing. 52