Pre-Closing Pass-Through Tax Return definition

Pre-Closing Pass-Through Tax Return means any income or informational Tax Return of a Company that relates solely to items of income, gain, loss or deduction of such Company that are allocated to it owners for U.S. federal, state or local income tax purposes for Tax Periods ending on or before the Closing Date (including the Tax Period of Utah CO2 ending on the Closing Date as a result of a technical termination of Utah CO2 pursuant to Section 708(b) of the Code). For the avoidance of doubt, a Tax Return shall not be a Pre-Closing Pass-Through Tax Return if One Stone or a Company could be liable for Taxes with respect to such Tax Return.
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Pre-Closing Pass-Through Tax Return has the meaning set forth in Section 6.12(a).
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Examples of Pre-Closing Pass-Through Tax Return in a sentence

  • The Seller shall submit each such Pre-Closing Pass-Through Tax Return to the Buyer at least thirty (30) days prior to the due date (taking into account any extensions) for Buyer’s approval (such approval not to be unreasonably withheld, conditioned or delayed).

  • Purchaser shall give prompt written notice of any Tax Contest with respect to a Pre-Closing Pass-Through Tax Return or Straddle Period Pass-Through Tax Return to the Representative and shall execute appropriate powers of attorney to the extent necessary so as to allow the Representative to control and settle or compromise or participate in any such Tax Contest to the extent required or permitted by this Section 6.14.

  • Buyer shall notify the Sellers’ Representative in writing within fifteen (15) days from receipt of written notice by Buyer or its Affiliates (including on and after the Closing Date, the Group Companies and their Subsidiaries) from a taxing authority of any pending or threatened audit, examination or other Action by or before such taxing authority relating to any Pre-Closing Pass-Through Tax Return (each, a “Pre-Closing Pass-Through T ax Contest”).

Related to Pre-Closing Pass-Through Tax Return

  • 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.

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

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

  • 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-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.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • 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.

  • Pass-through entity means a partnership not treated as an association taxable as a C corporation for federal income tax purposes, a limited liability company not treated as an association taxable as a C corporation for federal income tax purposes, an S corporation, or any other class of entity from which the income or profits of the entity are given pass-through treatment for federal income tax purposes. "Pass-through entity" does not include a trust, estate, grantor of a grantor trust, or disregarded entity.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • 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.

  • Closing Press Release has the meaning set forth in Section 5.4(b).

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

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

  • Federal Tax Certificate means the Issuer's Federal Tax Certificate dated as of the Issue Date, as the same may be amended or supplemented in accordance with the provisions thereof.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

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

  • Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Pass-Through Expenses means reasonable and actual out-of-pocket expenses incurred by Contractor for equipment, materials, supplies or other Services provided to LAUSD, but not including Contractor’s overhead costs, administrative expenses or other mark-ups.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.