Pre-Closing Tax Obligations definition

Pre-Closing Tax Obligations means any Taxes due and payable that are allocable to any Pre-Closing Tax Period pursuant to Section 7.2(a).
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Pre-Closing Tax Obligations means any Taxes of the Company or any Subsidiary that are due and payable by such Company or Subsidiary and that are allocable to any Pre-Closing Tax Period pursuant to Section 10.02.
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Pre-Closing Tax Obligations will have the meaning set forth in Section 2.4B(5).
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Examples of Pre-Closing Tax Obligations in a sentence

  • Any Pre-Closing Tax Obligations owed by Seller on a Shared Tax Return shall be paid by Seller to Buyer by the due date (as it may be extended) of such Shared Tax Return.

  • Seller and Buyer shall cooperate with respect to the filing of any Tax Returns required to be filed in the Post-Closing Tax Period which include Pre-Closing Tax Obligations (a “Shared Tax Return”).

  • Seller and Buyer shall cooperate with respect to the filing of any Tax Returns required to be filed in the Post-Closing Tax Period which include Pre-Closing Tax Obligations (a “ Shared Tax Return ”).

  • The fact that the Pre-Closing Tax Obligations are not considered final shall not defer the date on which payments with respect to such Pre-Closing Tax Obligations are due under this Section 2.6, Section 2.7 or Article VIII.

  • Any Pre-Closing Tax Obligations owed by Seller on a Shared Tax Return shall be paid by Seller to Buyer by the due date of such Shared Tax Return.

  • The calculation of the Purchase Price shall be based upon the calculation of the Closing Date Net Working Capital, the Cash and Cash Equivalents, the Closing Date Indebtedness, the Transaction Expenses, the Pre-Closing Tax Obligations and the Capital Expenditures Deficit, each of which shall be based on the Closing Date Balance Sheet and calculated and applied in the following manner.

  • Any Pre-Closing Tax Obligations for which Seller is liable pursuant to this agreement and which are paid with respect to the filing of a Shared Tax Return shall be paid by Seller to Buyer by the due date of such Shared Tax Return, unless such Pre-Closing Tax Obligations are reflected on the Final Purchase Price Statement.

  • Seller and Buyer shall cooperate with respect to the filing of any such Tax Returns prepared by Buyer that include Pre-Closing Tax Obligations (a “Shared Tax Return”), if any.

  • Consensual relationships where any evaluative and/or supervisory role exists create a conflict of interest and, therefore, a potential for exploitation and/or favoritism.

  • Service reviews will be monitored quarterly through O&S Committees.


More Definitions of Pre-Closing Tax Obligations

Pre-Closing Tax Obligations means unpaid Tax owed by the Company or for which the Company is otherwise liable (including, without duplication, unpaid estimated Tax with respect to such income and gain recognized on or prior to the Closing Date) that is due for Pre-Closing Periods or Pre-Closing Straddle Periods described in Section 6.18(a).
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Pre-Closing Tax Obligations means any and all Taxes (or the non-payment thereof) (a) of the Company for any Pre-Closing Tax Period, or of Seller for any period, (b) of the Company for any Straddle Period to the extent such Taxes are allocated to the Pre-Closing Straddle Period under this Agreement, (c) of or imposed on the Company arising as a result of being (or ceasing to be) a member of any consolidated, affiliated, combined or unitary group (or being included (or required to be included) in any Tax Return relating thereto) on or prior to the Closing Date, (d) of any other Person imposed on the Company as a result of any express or implied obligation to indemnify or otherwise assume or succeed to the Taxes of any other Person, whether imposed by Law, contract, or otherwise, which Taxes relate to an event or transaction occurring prior to the Closing and (e) of or attributable to CID Resources Canada, Inc. for any period; provided, however, that, notwithstanding the foregoing, the Pre-Closing Tax Obligations shall not include any Tax of the Company to the extent such Tax was specifically taken into account as a liability in computing Working Capital or Closing Indebtedness as finally determined under this Agreement.
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Pre-Closing Tax Obligations means unpaid income Tax (including, without duplication, unpaid estimated Tax with respect to such income Tax) (A) that is due in respect of income Tax Returns described in Section 7.1(b)(i)(x) and Section 7.1(b)(i)(y); and (B) which income Taxes Seller is required to remit or cause to be remitted with respect to such Tax Returns pursuant to Section 7.1(b).
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Pre-Closing Tax Obligations means any Taxes for which Seller is liable pursuant to this Agreement.
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Pre-Closing Tax Obligations means unpaid income Tax (including, without duplication, unpaid estimated Tax with respect to such income and gain recognized on or prior to the Closing Date) (a) that is due in respect of income Tax Returns for Pre-Closing Periods or Pre-Closing Straddle Periods described in Section 6.6(a); and (b)(i) in the case of income Taxes other than estimated Taxes, which income Taxes the Seller is required to remit or cause to be remitted, with respect to such Tax Returns pursuant to Section 6.6(a), and (ii) in the case of estimated Tax, which Tax is due in respect of income or gain recognized on or prior to the Closing Date, regardless of whether such estimated taxes are payable prior to, on, or after the Closing Date.
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Related to Pre-Closing Tax Obligations

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Tax Obligations means taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Escrow Obligations means (a) Government Obligations, (b) certificates of deposit issued by a bank or trust company which are (1) fully insured by the Federal Deposit Insurance Corporation or similar corporation chartered by the United States or (2) secured by a pledge of any Government Obligations having an aggregate market value, exclusive of accrued interest, equal at least to the principal amount of the certificates so secured, which security is held in a custody account by a custodian satisfactory to the Registrar or the Registrar, as the case may be, or (c)(1) evidences of a direct ownership in future interest or principal on Government Obligations, which Government Obligations are held in a custody account by a custodian satisfactory to the Registrar pursuant to the terms of a custody agreement in form and substance acceptable to the Registrar and (2) obligations issued by any state of the United States or any political subdivision, public instrumentality or public authority of any state, which obligations are fully secured by and payable solely from Government Obligations, which Government Obligations are held pursuant to an agreement in form and substance acceptable to the Registrar and, in any such case, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to make the payment secured thereby.

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

  • Withholding Taxes means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Second Closing has the meaning set forth in Section 2.2.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Seller Obligations means all present and future indebtedness, reimbursement obligations, and other liabilities and obligations (howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, or due or to become due) of the Seller to any Purchaser Party, Seller Indemnified Party and/or any Affected Person, arising under or in connection with this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, and shall include, without limitation, all obligations of the Seller in respect of the Seller Guaranty and the payment of all Capital, Yield, Fees and other amounts due or to become due under the Transaction Documents (whether in respect of fees, costs, expenses, indemnifications or otherwise), including, without limitation, interest, fees and other obligations that accrue after the commencement of any Insolvency Proceeding with respect to the Seller (in each case whether or not allowed as a claim in such proceeding).