Pre-Closing Tax Claim definition

Pre-Closing Tax Claim has the meaning set forth in Section 6(d)(vii) below.
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Pre-Closing Tax Claim has the meaning set forth in Section 10.01(e)(i).
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Pre-Closing Tax Claim has the meaning set forth in Section 18(f).
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Examples of Pre-Closing Tax Claim in a sentence

  • Seller shall not settle, compromise or abandon any such Pre-Closing Tax Claim without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Notwithstanding the above, Seller shall have exclusive right to control and settle any Pre-Closing Tax Claim to the extent that such Tax Claim relates to an income Tax Return filed on a combined, consolidated or unitary basis with Seller or any Affiliate thereof without consent or participation of Buyer.

  • Each Party shall bear its own costs for participating in such Pre-Closing Tax Claim.

  • Buyer shall control any such Pre-Closing Tax Claim that Seller does not elect to control.

  • Seller shall not settle, compromise or abandon any such Pre-Closing Tax Claim without obtaining the prior written consent of the applicable Purchaser (not to be unreasonably withheld, conditioned or delayed), if such settlement, compromise, or abandonment could result in such Purchaser or any of the Acquired Companies incurring a Tax or loss or reduction in any Tax asset.

  • This Section 8.05(a) shall not apply with respect to any Pre-Closing Tax Claim or Straddle Tax Claim, which shall be governed exclusively by Section 10.01(e).

  • Seller shall not settle or compromise any Pre-Closing Tax Claim without obtaining the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed).

  • Except to the extent no Losses resulting from a Pre-Closing Tax Claim would be indemnifiable by Seller pursuant to Section 11.3(a) or Section 11.3(c), Seller shall control the contest of any Pre-Closing Tax Claim, provided that Purchaser shall be entitled to fully participate at its sole expense in such Pre-Closing Tax Claim and shall be reasonably consulted throughout the course of such Pre-Closing Tax Claim.

  • The Buyer shall diligently control any Tax Claim that is not a Pre-Closing Tax Claim.

  • Buyer shall promptly advise Seller in writing ofany Pre-Closing Tax Claim, including providing Seller with copies of all correspondence and documentation in respect thereof.


More Definitions of Pre-Closing Tax Claim

Pre-Closing Tax Claim has the meaning set forth in Section 8.6 of this Agreement.
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Pre-Closing Tax Claim means any tax claims which become due or arise from income or events which accrue or occur prior to the Confirmation Date or are otherwise allocable to tax years ending before the Confirmation Date or to the period beginning on April 1, 1999 and ending on the Confirmation Date. Exhibit 2 to Joint Plan ========
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Pre-Closing Tax Claim means a Tax audit, assessment, claim or other Action for any of the Joint Venture Entities or any Subsidiaries thereof with respect to a Pre-Closing Tax Period.
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Pre-Closing Tax Claim has the meaning set forth in Section 7.07(b).
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Related to Pre-Closing Tax Claim

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

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

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

  • 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-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.

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

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

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

  • Tax Claim has the meaning set forth in Section 6.05.

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Series Closing Date means the date designated as such in the Series Term Sheet.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Scheduled Closing Time means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours.

  • Second Closing has the meaning set forth in Section 2.2.

  • Priority Non-Tax Claim means any Claim other than an Administrative Expense Claim or a Priority Tax Claim, entitled to priority in payment as specified in section 507(a) of the Bankruptcy Code.

  • Second Closing Date has the meaning set forth in Section 1.3.

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

  • Priority Non-Tax Claims means any Claim, other than an Administrative Claim or a Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy Code.