Pre-Closing Tax Refund definition

Pre-Closing Tax Refund has the meaning set forth in Section 7.24(c).

Pre-Closing Tax Refund means (i) any refund of Taxes for a taxable period ending on or before the Closing Date received by the Company after the Closing Date and (ii) the amount of any refund of Taxes that would have been received by the Company had any taxable period that includes but does not end on the Closing Date ended on the Closing Date.

Pre-Closing Tax Refund means (i) any refund of Taxes for a taxable period ending on or before the Closing Date received by any Subject Entity after the Closing Date and (ii) the amount of any refund of Taxes that would have been received by any Subject Entity had any taxable period that includes but does not end on the Closing Date ended on the Closing Date.

Examples of Pre-Closing Tax Refund in a sentence

• A Pre-Closing Tax Refund shall be “received” for purposes of this Agreement (i) on the day of receipt of any actual refund of Taxes or (ii) on the day of filing of any Tax Return that applies what would have been a Pre-Closing Tax Refund to the payment of Taxes for another taxable period.

• The Subject Entities will not, and Acquiror will not permit the Subject Entities to, forfeit, fail to collect or otherwise minimize any Pre-Closing Tax Refund whether through any election to carry forward a net operating loss or otherwise (regardless of whether Acquiror or the Subject Entities otherwise is legally permitted to take such action).

• The payment of the any Pre-Closing Tax Refund and/or Transaction Tax Benefits, if any, pursuant to this Section 12.03 shall be treated by all parties for tax purposes as adjustments to the Enterprise Value, to the extent permitted by Law.

• The Purchaser shall, or shall cause the Surviving Company or one or more of its Subsidiaries to, pay to the Representative or to the Paying Agent at the Representative’s direction (on behalf of the Unitholders and the Optionholders) the amount of any Pre-Closing Tax Refund and/or Transaction Tax Deduction Benefit that is for the account of the Unitholders and the Optionholders as determined pursuant to Section 12.03(c) within ten (10) days after receipt thereof.

• The Purchaser shall, and shall cause the Surviving Company and their respective Subsidiaries to, use commercially reasonable efforts to maximize any Pre-Closing Tax Refund and/or Transaction Tax Deduction Benefits, which efforts shall include maximizing the "Section 382 limitation" with respect to the carryforward of any net operating loss of the Company or its Subsidiaries (including applying the "section 338 approach" pursuant to Notice 2003‑65, 2003‑2 C.B. 747).

More Definitions of Pre-Closing Tax Refund

Pre-Closing Tax Refund is defined in Section 6.4.

Pre-Closing Tax Refund has the meaning set forth in Section 7.05(d).

Pre-Closing Tax Refund has the meaning given to it in Section 5.8(e).

Pre-Closing Tax Refund has the meaning set forth in Section 10.5(e).

Pre-Closing Tax Refund has the meaning set forth in Section 6.5(j).

Pre-Closing Tax Refund means any refunds of income Taxes with respect to any Tax period ending on or before the Closing Date that are received by Parent Group or the Company or any Subsidiary after the Closing Date and including any such refund as a result of the carryback of any item of loss or deduction or credit from the taxable period ending on the Closing Date.

Pre-Closing Tax Refund means (i) any refund of Taxes for a taxable period ending on or before the Initial Closing Date received by any of Buyer, Buyer’s Affiliate or any Group Company after the Initial Closing Date and (ii) the portion of any tax refund of Taxes for a Straddle Period received by any of Buyer, Buyer’s Affiliate or any Group Company after the Initial Closing Date that is attributable to the portion of the Straddle Period ending on and including the Initial Closing Date, as determined pursuant to the methodology in Section 10.3.