Definition of Pre-Closing Tax Liabilities

  1. Pre-Closing Tax Liabilities means all liabilities for any Taxes imposed for all tax periods (or portions thereof) ending on or before the Closing Date, including, for the avoidance of doubt, liabilities for any Taxes imposed on any amounts includible in the income of the Company or any Indemnified Party (including under Section 951(a) of the Code or as an allocation of income from, or other taxable item attributable to, an entity treated as a partnership for US federal income tax purposes), with respect to (i) a Subsidiary of the Company or (ii) a partnership interest held by the Company or a Subsidiary of the Company, in each case that is attributable to a Pre-Closing Tax Period (calculated based on a closing of the books of the Company, such Subsidiary, or the partnership in which the Company or Subsidiary holds an interest).

Definition of Pre-Closing Tax Liabilities in Stock Purchase Agreement

Pre-Closing Tax Liabilities means all Taxes of the Company to the extent that such Taxes are attributable to or were realized or assessed during or became due and payable during a taxable period or portion thereof ending on or prior to the Closing Date (based on a closing of the books as of the Closing Date), and any other Taxes for which the Company may be held liable by virtue of such entity (or a predecessor of such entity) being a member of any affiliated, combined or other Tax group at any time on or prior to the Closing Date.


Definition of Pre-Closing Tax Liabilities in Asset Purchase Agreement

Pre-Closing Tax Liabilities means any Liability related to (i) Taxes of Seller and (ii) all Liabilities for Taxes arising from or attributable to the Purchased Assets (or the operation of the Purchased Assets) for taxable periods (or portions thereof) ending prior to the Closing Date.


Definition of Pre-Closing Tax Liabilities in Transaction Agreement

Pre-Closing Tax Liabilities means all liabilities for any Taxes imposed for all tax periods (or portions thereof) ending on or before the Closing Date, including, for the avoidance of doubt, liabilities for any Taxes imposed on any amounts includible in the income of the Company or any Indemnified Party (including under Section 951(a) of the Code or as an allocation of income from, or other taxable item attributable to, an entity treated as a partnership for US federal income tax purposes), with respect to (i) a Subsidiary of the Company or (ii) a partnership interest held by the Company or a Subsidiary of the Company, in each case that is attributable to a Pre-Closing Tax Period (calculated based on a closing of the books of the Company, such Subsidiary, or the partnership in which the Company or Subsidiary holds an interest).