Definition of Pre-Closing Tax

  1. Pre-Closing Tax means any Tax related to a Pre-Closing Tax Period; provided that in the case of any Tax (other than a Transfer Tax) that is payable for a Straddle Tax Period, the portion of such Tax related to the Pre-Closing Tax Period shall equal the portion of such Tax that#88639600v31would have been payable if the relevant Tax period ended on and included the Closing Date. Any payments made prior to the Closing with respect to a Straddle Tax Period shall be taken into account as though the relevant Taxable period ended on the Closing Date.

Definition of Pre-Closing Tax in Master Asset Purchase Agreement

Pre-Closing Tax means: (i) all gross income, net income, or franchise Taxes, or the non-payment thereof of each of the Company and the Selling Subsidiaries for any taxable period; and (ii) all other Taxes of either the Company or the Selling Subsidiaries, and all other Taxes with respect to the Business or the Acquired Assets, for all taxable periods or portions thereof ending on or before the Closing Date (including, for the avoidance of doubt, all such Taxes incurred by reason of the transactions contemplated by this Agreement and the Ancillary Agreements, except for that portion of transfer Taxes specifically allocated to the Buyer pursuant to Section 10.3).


Definition of Pre-Closing Tax in Asset and Stock Purchase Agreement

Pre-Closing Tax means any Tax related to the Pre-Closing Tax Period; provided that in the case of any Tax (other than a Transfer Tax) that is payable for a Straddle Tax Period, the portion of such Tax related to the Pre-Closing Tax Period shall equal the portion of such Tax that would have been payable if the relevant Tax period ended on and included the Closing Date. Any credits with respect to a Straddle Tax Period shall be taken into account as though the relevant Taxable period ended on the Closing Date.


Definition of Pre-Closing Tax in Transaction Agreement

Pre-Closing Tax means any Tax related to a Pre-Closing Tax Period; provided that in the case of any Tax (other than a Transfer Tax) that is payable for a Straddle Tax Period, the portion of such Tax related to the Pre-Closing Tax Period shall equal the portion of such Tax that#88639600v31would have been payable if the relevant Tax period ended on and included the Closing Date. Any payments made prior to the Closing with respect to a Straddle Tax Period shall be taken into account as though the relevant Taxable period ended on the Closing Date.