Pre-Closing Period Taxes definition

Pre-Closing Period Taxes means any Taxes attributable to the Business or the Purchased Assets for a Pre-Closing Tax Period.
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Pre-Closing Period Taxes means, except to the extent reflected in the determination of Net Working Capital:
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Pre-Closing Period Taxes shall have the meaning set forth in Section 5.8(a)(ii).
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Examples of Pre-Closing Period Taxes in a sentence

  • There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any Pre-Closing Period Taxes.

  • As to any such Taxes for which Seller is or may be liable under Section 10.01(a) except for Pre-Closing Period Taxes, Seller shall be entitled at its expense to control or settle the contest of such examination, claim, adjustment or other proceeding, provided Seller notifies Buyer in writing that it desires to do so no later than the earlier of (i) thirty (30) days after receipt of the Buyer Notice, or (ii) ten (10) days prior to the deadline for responding to the Proceeding Notice.

  • The Buyer, the Companies, the Representative, and the Sellers will retain, and will cause their Affiliates to retain, for the full period of any statute of limitations all books and records, documents and other information with respect to Pre-Closing Period Taxes.

  • To the extent that doing so would adversely impact Buyer, the Business Assets, Buyer’s use of the Business Assets, the Business or Buyer’s operation of the Business, or might result in an Encumbrance upon any of the Business Assets or in any liability of Buyer for any Pre-Closing Period Taxes, Seller has paid all Taxes (whether or not shown on any Tax Returns) for all Pre-Closing Periods.

  • Nothing in this Section 6.8 is intended to change the allocation of responsibility for Pre-Closing Period Taxes and Post-Closing Period Taxes as set forth in Section 6.1.

  • Seller shall pay Pre-Closing Period Taxes to any Governmental Authority.

  • The Stockholders shall be responsible for any Pre-Closing Period Taxes of the Companies or any Taxes of Buyer that relate to the Companies’ Pre-Closing Period Taxes, except to the extent such Taxes were specifically and fully reserved in the Closing Balance Sheet and except to the extent provided in Section 2(j) of Exhibit F.

  • For the avoidance of doubt, for purposes of this Section 3.2(b), the taxable year of each Acquired Entity that is a partnership or "flowthrough" entity, shall be treated as if it ended at the close of business on the Closing date and Taxes attributable to the income and gain of such entities through the close of business on the Closing date shall be treated as Pre-Closing Period Taxes.

  • No Tax deficiency is outstanding, assessed or proposed against the Seller that would adversely impact Buyer, the Business Assets, Buyer’s use of the Business Assets, the Business or Buyer’s operation of the Business, or might result in an Encumbrance upon any of the Business Assets or in any liability of Buyer for any Pre-Closing Period Taxes.

  • For purposes of computing the amount of any indemnity payment relating to a Tax for a Pre-Closing Period, such amount shall be reduced by the aggregate amount of Pre-Closing Period Taxes reflected as liabilities on the Closing Date Balance Sheet (net of credits, if any, for Pre-Closing Period Taxes reflected as assets on the Closing Date Balance Sheet), to the extent not previously applied as an offset hereunder.


More Definitions of Pre-Closing Period Taxes

Pre-Closing Period Taxes means Taxes (i) attributable to taxable periods, and portions thereof, ending on or before the Closing Date, and (ii) attributable to the pre-Closing portion of any Straddle Period Taxes. Interest, penalties, or additions to Tax, accruing after the Closing Date with respect to a liability for Taxes for which the Shareholders indemnify the Indemnified Parties, shall be deemed to be attributable to a taxable period ending on or before the Closing Date.
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Related to Pre-Closing Period Taxes

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

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes the Closing Date.

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

  • 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.

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

  • 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.

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

  • Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing 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.

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

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

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Pre-Deconsolidation Period means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

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

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

  • Off-Peak Period means the period during which the demand on an electric utility system is not at or near its maximum. For the purpose of this section, the off-peak period includes all hours that are not in the peak period.

  • Tax Limitation Period means the Tax Years for which the Applicant’s Qualified Property is subject to the Tax Limitation Amount and as further identified in Section 2.3.D of this Agreement.

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

  • Benefit Distribution Date means the date upon which all or an objectively determinable portion of a Participant’s vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 9, as applicable.

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

  • Seller Taxes has the meaning set forth in Section 11.1(f).