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.
Examples of Pre-Closing Tax Liabilities in a sentence
Pre-Closing Tax Liabilities shall mean all obligations for Taxes owed by the Company (or the Surviving Corporation as its successor in the Merger) or any Company Subsidiary for any period or portion thereof ending on or prior to the Closing.
For the avoidance of doubt, Designated Sellers shall have no liability for Net Pre-Closing Tax Liabilities that constitute Short Period Income Tax Liabilities, to the extent such Short Period Income Tax Liabilities are reported on originally filed final Short Period Income Tax Returns (which liabilities the parties acknowledge are addressed by Sections 2.5(b) and 7.3).
Any indemnification by the Principal Shareholders for Pre-Closing Tax Liabilities contained in this Agreement or for the matters set forth on Schedule P or Schedule Q shall survive the Closing and remain in full force and effect until sixty (60) days following the expiration of all applicable statutes of limitations.
Notwithstanding anything to the contrary in this Paragraph 7.3, Investors right to indemnification for Pre-Closing Tax Liabilities shall not be subject to or prejudiced by the limitations on reproration set forth in this Paragraph 7.3.
Borrower may make Permitted Tax Distributions and Permitted Distributions for Pre-Closing Tax Liabilities, provided that from and after the Third Amendment Effective Date until the Permitted Tax Distribution Trigger Date, the Borrower may not make Permitted Tax Distributions.