Definition of Pre-Closing Income Taxes


Pre-Closing Income Taxes means any Taxes based on income, profits or net worth (without duplication) (a) of the Companies or any of the Companies' Subsidiaries for all Pre-Closing Tax Periods, (b) of any member of a consolidated group of which the Companies or any Companies' Subsidiaries (or any predecessor of the Companies or any Companies' Subsidiaries) is or was a member after the Alcoa Closing Date and on or prior to the Closing Date but of which any Company or any of the Companies' Subsidiary is not a member after the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any predecessor or successor thereof or any analogous or similar state, local or foreign law or regulation) or (c) of any Person imposed on any Company or any Companies' Subsidiary as a transferee or successor, by Contract (other than any Contract entered into in the ordinary course of business) or pursuant to any law, rule or regulation, which Taxes relate to an event or transaction occurring on or before the Closing and during a period any Company or any Companies' Subsidiary was held or owned by Seller or its Affiliates.

Examples of Pre-Closing Income Taxes in a sentence

If an audit, investigation or similar proceeding with respect to Tax matters shall be commenced, or a claim shall be made, by any taxing authority with respect to Pre-Closing Income Taxes of American Plastics Company, Inc.
Purchaser Parent and US Purchaser will satisfy (or cause to be satisfied) in full when due all Income Taxes attributable to the Liquid Finishing Business with respect to any period that is not a Pre-Closing Tax Period, including Income Taxes of each Acquired Subsidiary that are not Pre-Closing Income Taxes.
If Purchaser Parent or US Purchaser is required under Section 6.4(b) to file a Tax Return that involves Pre-Closing Income Taxes, then no later than five (5) Business Days before the filing of any such Tax Return, Graco will pay to Purchaser Parent or US Purchaser an amount equal to the amount of Income Taxes shown due on such Tax Return for which any Seller is obligated under this Section 6.4(a) with respect to such Tax Return.
The Asset Sellers shall be responsible for the payment of all Pre-Closing Income Taxes arising out of or relating to the Technical Services Business.