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
Examples of Pre-Closing Tax Liability in a sentence
For purposes of the definition of Pre-Closing Tax Liability True-Up Amount, any Post-Closing Tax Return showing a refund or credit of Taxes shall be treated as showing an amount of zero as due and payable and the refund or credit shall be subject to the procedure and rules set forth in Section 6.2(f).Section 6.3 Access to Information.
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.
The Tax Escrow Account shall terminate when the Pre-Closing Tax Liability has been paid in full.
Except for any claim connected to an alleged breach of any German Pre-Closing Tax Liability, the Sellers and/or the Founders participation will be subject to Purchasers right to control such defense.