Pre-Closing Tax Liability means (a) all obligations of the Company and its Subsidiaries for Taxes for any Pre-Closing Period and the Pre-Closing Share of any Taxes for any Straddle Period (in each case, whether or not such Taxes are due and payable on or before the Closing Date) and (b) all Transfer Taxes for which the Company is responsible under Section 6.08.
Pre-Closing Tax Liability means all unpaid Taxes of Company for all taxable periods ending on or before the Closing Date and, for any Straddle Period, the Straddle Period Prorated Taxes for the portion of any such taxable period up to and including the Closing Date, reduced by any such Taxes accrued as a liability and reflected in Net Working Capital.
Pre-Closing Tax Liability means all liabilities for Taxes of the Company and AG LLC attributable to taxable periods (or portions thereof) ending the end of the day immediately preceding Closing Date (for the avoidance of doubt, Pre-Closing Tax Liability shall not include liability for any Transfer Taxes, which Transfer Taxes shall be borne solely by Acquiror).
Examples of Pre-Closing Tax Liability in a sentence
If the Company and the Class A Holder are unable to resolve any dispute regarding the filing of a Tax Return that relates to a Pre-Closing Tax Liability, the Parties shall retain an independent accounting firm acceptable to both parties, and whose fees shall be borne equally by both parties, to determine the mostappropriate manner to complete and file such Tax Return, and any such Tax Return shall be prepared or revised to reflect the determination of the independentaccountants.
The obligation to make the indemnity payments contemplated by this Section 6.04 shall be due on the date on which the relevant Pre-Closing Tax Liability is payable to the Tax Authorities.
Except (i) as otherwise required by Law or (ii) as would not have the effect of materially increasing a Pre-Closing Tax Liability, neither the Parent nor the Surviving Corporation shall file or cause to be filed any amended Tax Return or claim for refund for any Pre-Closing Tax Period without the prior written consent of the Representative, which consent shall not be unreasonably withheld or delayed.
For purposes of clarification, in case of any claim related to, or in connection with, an alleged breach of any German Pre-Closing Tax Liability, Seller and Founders shall be entitled to solely direct and control or conduct any defense of such claim, and Purchaser agrees to reasonably assist and cooperate with Seller and Founders in such case, on behalf of and in the interest of Company (“Prozesstandschaft”) Seller and/or Founders shall receive any and all proxy statements required therefore.
Except for any claim connected to an alleged breach of any German Pre-Closing Tax Liability, the Seller’s and/or the Founders’ participation will be subject to Purchaser’s right to control such defense.
More Definitions of Pre-Closing Tax Liability
Pre-Closing Tax Liability means any unpaid Taxes arising from any taxable period ending on or before the Closing and Taxes arising from the transaction contemplated by this Agreement, including any Taxes resulting directly from making the Section 338(h)(10) Election (other than transfer Taxes assumed by Purchaser under Section 10.1).
Pre-Closing Tax Liability means (i) all liabilities for Taxes of BR-NV for Pre-Closing Tax Periods (other than Transfer Taxes to be borne by Buyer pursuant to Section 7.4), (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which BR-NV (or any predecessor) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local, or non-U.S. law or regulation, and (iii) any and all Taxes of any Person payable by BR-NV to a Governmental Authority as a transferee or successor, by contract or pursuant to any law, rule, or regulation, to the extent such liability of BR-NV as a transferee or successor is attributable to an event or transaction occurring before the Effective Time.
Pre-Closing Tax Liability means all Liabilities for Taxes of Parent, Seller and their respective Subsidiaries attributable to taxable periods (or portions thereof) ending on or before the Closing Date (for the avoidance of doubt, Pre-Closing Tax Liability shall not include any liability for any Transfer Taxes, which shall be borne by the parties as set forth in Section 11.5).
Pre-Closing Tax Liability means a liability for any Tax imposed upon a Blocker Entity for any Pre-Closing Tax Period. In the case of a Tax period that begins on or before the Closing Date and ends thereafter, the portion of such Tax related to the portion of such Tax period ending on and including the Closing Date shall (y) in the case of any Taxes based upon or related to gross income, net income, gross receipts, sales receipts, or use receipts (“Revenue Taxes”), be deemed equal to the amount which would be payable if the relevant Tax period ended on and included the Closing Date, and (z) in the case of any Tax other than a Revenue Tax, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on and including the Closing Date and the denominator of which is the number of days in the entire Tax period. Pre-Closing Tax Liability shall not include any liability for any federal, state or local income Tax (other than any branch profits tax) imposed upon a Blocker Entity by reason of (i) the treatment of a distribution by the Company of such Blocker Entity’s share of the proceeds of the Convertible Note as a sale of a portion of such Blocker Entity’s Interests or (ii) any excess on or after the Closing Date of (A) such Blocker Entity’s share (as determined under Section 752 and applicable regulations thereunder) of the liabilities of the Company over (B) such Blocker Entity’s adjusted tax basis in its Interests.
Pre-Closing Tax Liability means the unpaid Taxes of the Company or the Business, which shall not be an amount less than zero in any jurisdiction or for any particular Tax, with respect to Tax Returns that have not yet been filed as of Closing for Pre-Closing Tax Periods (regardless of whether such Taxes are due and payable as of the Closing), calculated pursuant to the terms of this Agreement by (a) computing any Tax liability in accordance with the past practices of the Company unless otherwise required by Applicable Law, (b) including any estimated (or other prepaid) Taxes and any Tax overpayments available to be applied with respect thereto, and (c) by excluding any deferred Tax assets and liabilities; provided, that the application of any estimated Tax payments and overpayments for previous periods will be allowed only separately with respect to each jurisdiction and each particular type of Tax paid by the Company and/or the Business.
Pre-Closing Tax Liability 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 of the Purchase Agreement, 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. Property shall mean one of the following, as applicable: the Casino Property and the Traymore Site. Property Employee shall mean employees of the Flamingo at the Casino Property. Purchase Assets shall mean employees of Flamingo at the Casino Property. Representatives shall mean any Flamingo and Boardwalk’s Affiliates, officers, directors, employees, financial advisors, agents or other representatives. Retained Employee shall mean all of the Property Employees, each of whom will be given offers of employment on terms and conditions of employment comparable to the terms and conditions of employment as those provided by Flamingo to each such Property Employee immediately prior to the Closing Date, other than the Property Employees that are set forth on Section 7.4(a) of the Flamingo Disclosure Letter. Seller shall mean Boardwalk and Flamingo, together.
Pre-Closing Tax Liability means any liability for Taxes of any of the Merging Companies or any Subsidiaries thereof payable with respect to any taxable period or portion thereof ending on or before the Closing Date; for further clarity, deferred Taxes established to reflect timing differences between book and Tax income shall not constitute a “Pre-Closing Tax Liability,” and any liability for Taxes with respect to any portion of 2008 shall be calculated without reference to any Tax deduction that may be available based on the Senior Executive Bonuses. For the purposes of this definition, if the Effective Date is later than the Closing Date, then all references in this definition to the Closing Date shall be deemed to be references to the Effective Date. For the purposes of this definition, in the case of Taxes that are payable with respect to a taxable period that begins before the Closing Date and ends after the Closing Date, the portion of any such Tax that is allocable to the portion of the period ending on the Closing Date shall be: