Pre-Closing Tax Liabilities has the meaning set forth in Section 7.2(a)(iii).
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.
Pre-Closing Tax Liabilities means all Tax Liabilities of the Company for all Pre-Closing Tax Periods, determined without taking into account any Tax refunds or other Tax assets.
Examples of Pre-Closing Tax Liabilities in a sentence
All such Tax Returns that may relate to potential Pre-Closing Tax Liabilities shall be prepared and filed in a manner consistent with prior practice, except as required, in the reasonable judgment of Purchaser, to cause such Tax Returns to comply with applicable Tax Law and avoid the imposition of any penalty, and except as required by a change in Tax Law or a change in the interpretation of substantial authority previously relied upon by Company or a Subsidiary.
The Equityholder Representative (on behalf of the Equityholders) shall promptly pay to Parent the amount of such Taxes reflected on such Tax Returns at least five (5) Business Days prior to the filing due date for such Tax Return, except to the extent included in the calculation of Accrued Pre-Closing Tax Liabilities.
With the exception of the Pre-Closing Tax Liabilities, all Taxes becoming a Lien on any of the assets of any Seller on or after the Closing Date or which become due and payable on or after the Closing Date (other than those that are prorated pursuant to this Section 3.1) shall be paid solely by the applicable Buyer.
Buyer will be solely responsible for any and all Taxes (collectively, the "Post-Closing Tax Liabilities") of, or payable by, the Company which do not constitute Pre-Closing Tax Liabilities, including in the case of a Straddle Period, all Taxes imposed upon the Company which are allocable pursuant to Section 6.04(d) to the portion of such taxable year or period commencing after the Closing Date.
Any obligation of the Selling Shareholders to indemnify, reimburse or otherwise be liable for Pre-Closing Tax Liabilities of the Acquired Companies is exclusively governed by and subject to the terms of this Section 6.04.
More Definitions of Pre-Closing Tax Liabilities
Pre-Closing Tax Liabilities as set forth in Section 7.5.1.
Pre-Closing Tax Liabilities means all Tax Liabilities of the Company for all Pre-Closing Tax Periods, determined without taking into account any Tax refunds or other Tax assets (provided, however, that Tax deductions, net operating losses and Tax credits that are available to be taken in a Pre-Closing Tax Period shall be taken into account in calculating Pre-Closing Tax Liabilities, but shall not reduce Pre-Closing Tax Liabilities below zero).
Pre-Closing Tax Liabilities means, as it relates to both Flamingo and Boardwalk, any Liability related primarily to (i) income Taxes of Flamingo or Boardwalk, respectively, and (ii) except as provided for in Sections 3.1 and 7.9, all Liabilities for Taxes including, without limitation, any Taxes due pursuant to subsequent deficiency determinations made under NRS Chapter 463, arising from and attributable to the ownership of the Purchased Assets prior to the Closing Date; provided, however, that all Taxes that are included in the calculation of the Final Working Capital Adjustment shall not constitute Pre-Closing Tax Liabilities.
Pre-Closing Tax Liabilities means (a) the difference of (i) all current unpaid liabilities for income Taxes of the Company or any of its Subsidiaries for any Pre-Closing Tax Period and (ii) twenty-five percent (25%) of the amount of such income Taxes taken into account in computing the Pre-Closing Distributable Earnings and (b) the positive amount, if any, of all COVID-19 Tax Obligations; provided, however, that such income Taxes shall be calculated (i) taking into account net operating losses and tax credits to the extent that, under applicable Law, such net operating losses and tax credits existing on the Closing Date would be available to reduce the current liability for such Taxes of the Company or any of its Subsidiaries, in a manner consistent with past practices, (ii) taking into account any Transaction Tax Deductions, to the extent that, under applicable Law, such Transaction Tax Deductions are allocable to any Pre-Closing Tax Period (it being understood that such Transaction Tax Deductions shall be allocated to Pre-Closing Tax Periods to the extent permitted under applicable Law), (iii) as of the end of the Closing Date using a “closing of the books” method, (iv) netting any estimated Tax payments made prior to the Closing Date, (v) including the entirety of any adjustment pursuant to Section 481 of the Code (or any similar provision of state, local or non-U.S. Law) with respect to a change of accounting method made during a Pre-Closing Tax Period (whether or not any portion of such adjustment will be included in taxable income during a taxable period (or portion thereof) beginning after the Closing Date for U.S. federal income Tax purposes), except to the extent such adjustment has already been included in taxable income and (vi) without regard to any action taken by Parent (or its Affiliates, including the Company or any of its Subsidiaries) DOC ID - 32901658.22 17 after the Closing Date. For the avoidance of doubt, Pre-Closing Tax Liabilities (i) may be a positive or negative number, (ii) are calculated and taken into account for purposes of this Agreement on an estimated basis, based on information available to the Company at the time such computation is made and (iii) if a positive number, shall not be increased as a result of (or, if a negative number, such negative amount shall not be reduced as a result of), and shall be calculated without regard to, any Tax election made by or in respect of the Company or any of its Subsidiaries at or after the Closing.
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).
Pre-Closing Tax Liabilities means, without duplication, (a) all Taxes of the Company with respect to taxable periods (or portions thereof) prior to the Closing Date, (which amount (A) shall not be less than zero in any jurisdiction, (B) shall not include any offsets or reductions with respect to Tax refunds or overpayments of Tax and (C) shall include any Deferred Payroll Taxes), (b) Taxes of any other Person for which the Company is liable as a transferor or successor, by contract or Law, prior to the Closing Date, (c) Taxes of any other Person for which the Company is liable under Section 1.1502-6 of the United States Treasury Regulations (or any analogous or similar provision of applicable state, local, or non-U.S. Law) as a result of being a member of an affiliated, consolidated, combined, unitary or similar group prior to the Closing Date, (d) Sellers’ share of Transfer Taxes under Section 8.2(e), (e) Taxes of the Option Holder as a result of the transactions contemplated by this Agreement, (f) the employer portion of any payroll Taxes, if any, in relation to payments arising in connection with the Option, and (f) Taxes of the Sellers as a result of the transactions contemplated by this Agreement; provided, however, that such amount of “Pre-Closing Tax Liabilities” shall be reduced by the MIN Incremental Tax Amount, if any.
Pre-Closing Tax Liabilities means (i) all Taxes (or the non-payment thereof) of the Company and its Subsidiaries for all taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (‘‘Pre-Closing Tax Period’’); (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any of its Subsidiaries (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation §1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation; and (iii) all Taxes of any Person (other than the Company and its Subsidiaries) imposed on the Company or any of its Subsidiaries as a transferee or successor, by contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing. For the avoidance of doubt, all Taxes with respect to income of Sellers or the Company realized by reason of the sale of the Transferred Interests hereunder shall be deemed Pre-Closing Tax Liabilities.