Pre-Closing Straddle Period Taxes means any Taxes of the Company and any Subsidiary allocable to the Pre-Closing Straddle Period pursuant to Section 7.2.
Pre-Closing Straddle Period Taxes means any Taxes of the Companies or their Subsidiaries or, without duplication, with respect to the TS Business allocable to the Pre-Closing Straddle Period. For all purposes of this Agreement, in order to apportion appropriately any Taxes relating to a Straddle Period, the portion of any Taxes that are allocable to the Pre-Closing Straddle Period shall be (a) in the case of income Taxes and all other Taxes that are not imposed on a periodic basis, the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books and (b) in the case of any Taxes that are imposed on a periodic basis, the amount of such Taxes for the relevant period multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of calendar days in the entire period.
Pre-Closing Straddle Period Taxes means (i) Taxes of the Target Group Companies and the Controlled Dealership Entities (or for which any of the Target Group Companies or any the Controlled Dealership Entities is liable), allocable to the Pre‑Closing Straddle Period pursuant to Section 8.6(d), and (ii) Taxes of the buyers of the Transferred Assets that are attributable to the Transferred Assets and Liabilities, that would have been owed by the relevant Asset Seller if the Transactions had not occurred and are allocable to the Pre-Closing Straddle Period pursuant to Section 8.6(d).
Examples of Pre-Closing Straddle Period Taxes in a sentence
Sellers shall be responsible for and shall all Pre-Closing Straddle Period Taxes.
Seller shall be liable for Pre-Closing Straddle Period Taxes and Buyer shall be liable for Post-Closing Straddle Period Taxes.
All a c t io n s t a k e n , i n- cl u di n g an expl ana t io n w h e r e n o a c t io n is t a k e n o n a fi n di n g, n eeds t o be doc u m e n t ed a s t o w ha t w a s do n e an d w hy .
The portion of Straddle Period Taxes that are attributable to the Post-Closing Straddle Period will be the difference, if any, between the Straddle Period Taxes and the Pre-Closing Straddle Period Taxes.
Any Pre-Closing Straddle Period Taxes payable by the Shareholders pursuant hereto shall be remitted to the Purchaser at least ten business days prior to the due date for the payment of such Taxes pursuant to written notice by the Purchaser of such due date.
More Definitions of Pre-Closing Straddle Period Taxes
Pre-Closing Straddle Period Taxes means Taxes of the Acquired Group Companies allocable to a Pre-Closing Straddle Period pursuant to Section 6.2.
Pre-Closing Straddle Period Taxes has the meaning specified in Section 6.1(c).
Pre-Closing Straddle Period Taxes means Taxes of the Sellers or any of their respective Subsidiaries (or for which the Sellers or any of their respective Subsidiaries are liable), allocable to the Pre-Closing Straddle Period pursuant to Section 6.3(c).
Pre-Closing Straddle Period Taxes means for those Taxes attributable to the Business or the Purchased Assets for a Straddle Period: (a) with respect to Taxes imposed on or measured by sales, use, value-added, income, receipts, profits or payment of wages, the portion of all such Taxes that would have been due had the Straddle Period ended on and included the Closing Date; and (b) with respect to all other Taxes, an amount equal to the total of all other such Taxes multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Straddle Period, and the denominator of which is the number of days in the entire Straddle Period. For avoidance of doubt, Pre-Closing Straddle Period Taxes shall not include Transfer Taxes (as described in Section 6.5(f)) or Federal Employment Taxes in respect of the Transferred Employees.
Pre-Closing Straddle Period Taxes means (i) the amount of property and ad valorem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator is the number of days in the entire Straddle Period and (ii) the amount of Taxes (other than property and ad valorem Taxes) for the portion of the Straddle Period ending on the Closing Date determined on an interim closing of the books basis as of the end of the Closing Date.
Pre-Closing Straddle Period Taxes shall have the meaning set forth in the definition of Pre-Closing Taxes.
Pre-Closing Straddle Period Taxes means any Taxes of the Transferred Subsidiaries, Taxes relating to the Transferred Assets or CFC Taxes, in each case, allocable to the Pre-Closing Straddle Period. For all purposes of this Agreement, in order to apportion any Taxes relating to a Straddle Period, the portion of any Taxes that are allocable to the Pre-Closing Straddle Period shall be (i) in the case of income Taxes and all other Taxes that are not imposed on a periodic basis, other than CFC Taxes, the amount that would be payable if the taxable year or period ended on the Closing Date based on an interim closing of the books, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a daily basis, (ii) in the case of CFC Taxes, the amount by which CFC Taxes for the taxable year of Buyer or its Affiliate that includes the Closing Date exceeds the amount of CFC Taxes that would have been payable by Buyer or its Affiliates for such taxable year of Buyer or its Affiliates if the taxable year or period of the applicable Transferred Subsidiary had ended on the Closing Date, taking into account the principles of Treasury Regulation § 1.951-1(f) and based on an interim closing of the books, except that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing, shall be allocated on a daily basis, and (iii) in the case of any Taxes that are imposed on a periodic basis, the amount of such Taxes for the relevant period multiplied by a fraction the numerator of which shall be the number of calendar days from the beginning of the period up to and including the Closing Date and the denominator of which shall be the number of calendar days in the entire Straddle Period.