Pre-Closing Tax means any Tax for a Pre-Closing Tax Period.
Pre-Closing Tax has the meaning provided such term in Section 7.1(c).
Pre-Closing Tax means any Tax related to a Pre-Closing Tax Period.
Examples of Pre-Closing Tax in a sentence
To the extent that such returns related to a Pre-Closing Tax Period, such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by law.
The Operating Partnership shall prepare and timely file all Tax Returns of the Contributed Entities for all taxable periods other than the Pre-Closing Tax Periods, and the Operating Partnership shall timely remit or cause to be remitted any Taxes due in respect of such taxable periods.
The Operating Partnership shall prepare and timely file all Tax Returns of the Contributed Entities for any Pre-Closing Tax Periods that are due after the Closing Date, and Contributor shall timely remit or cause to be remitted any Taxes due in respect of such Pre-Closing Tax Periods.
Purchaser shall have the sole right to represent the interests, as applicable, of any Seller, Seller Group member or Purchased Subsidiary in any Tax proceeding in connection with any Tax Liability or any Tax item for any Pre-Closing Tax Period, Straddle Period or other Tax period affecting any such earlier Tax period.
Seller shall be liable for the proportionate amount of such Property Taxes that is attributable to the Pre-Closing Tax Period, and Purchaser shall be liable for the proportionate amount of such Property Taxes that is attributable to the Post-Closing Tax Period.
More Definitions of Pre-Closing Tax
Pre-Closing Tax means (i) Taxes imposed on the Company Group for any and all Pre-Closing Tax Periods (for the avoidance of doubt, without regard to the due date for payment) and (ii) any and all Taxes of any Person imposed on Parent, the Company Group, the First-Step Surviving Corporation or the Surviving Entity as a transferee or successor, by contract or pursuant to any Law or otherwise, in each case, which Taxes relate to an event or transaction occurring before the Closing.
Pre-Closing Tax means any Tax related to the Pre-Closing Tax Period; provided that in the case of any Tax (other than a Transfer Tax) that is payable for a Straddle Tax Period, the portion of such Tax related to the Pre-Closing Tax Period shall equal the portion of such Tax that would have been payable if the relevant Tax period ended on and included the Closing Date. Any credits with respect to a Straddle Tax Period shall be taken into account as though the relevant Taxable period ended on the Closing Date.
Pre-Closing Tax means (i) any Tax imposed on the Company, or for which the Company is liable, for any Pre-Closing Tax Period, (ii) any Tax resulting from the transactions contemplated by this Agreement, including (A) any Transfer Taxes, and (B) any withholding taxes required to be deducted from payments made pursuant to this Agreement, (iii) any Tax for which the Company is liable as a result of being or having been (or ceasing to be) a member of an affiliated, consolidated, combined, unitary or aggregate group on or before the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of state, local or foreign Tax Law) by reason of the Company being included in any consolidated, affiliated, combined or unitary group in any Pre-Closing Tax Period, (iv) any Tax of another Person for which the Company is liable as a result of being a successor or transferee of such Person on or prior to the Closing Date or as a result of any express or implied obligation existing on or prior to the Closing Date to indemnify any such Person, by Contract or otherwise, and (v) any Taxes of the Company Members. For purposes of the foregoing, in the case of a Straddle Period, the amount of any Tax based on or measured by income or receipts or imposed in connection with any transaction that is allocable to the portion of a Straddle Period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Tax period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time), and the amount of any other Tax of the Company that is allocable to the portion of a Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on and including the Closing Date, and the denominator of which is the total number of days in the entire Straddle Period.
Pre-Closing Tax means (i) any Tax imposed on the Company or any of its Subsidiaries for any Pre-Closing Tax Period, (ii) any Tax of any Company Securityholder or any of its Affiliates for which any of the Company or any Indemnified Party is or may be liable, whether by reason of any requirement to withhold or otherwise, and incurred in connection with the Mergers or this Agreement, (iii) any Tax for which the Company or any of its Subsidiaries is held liable under Treasury Regulations Section 1.1502-6 (or any corresponding or similar provision of state, local or foreign Tax Law) by reason of the Company being included in any consolidated, affiliated, combined or unitary group in any Pre-Closing Tax Period, (iv) any Tax of another Person for which the Company or any of its Subsidiaries is held liable as a result of being a successor or transferee of such Person on or prior to the Closing Date or as a result of any express or implied obligation existing on or prior to the Closing Date to indemnify any such Person, by Contract (other than any Contract entered into in the Ordinary Course of Business and the primary subject matter of which is not Taxes) or otherwise, and (v) any Tax incurred as a result of the transactions contemplated by this Agreement; provided, that Pre-Closing Tax shall not include (w) any Tax based on or attributable to any election (under Section 338 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) with respect to the transactions contemplated by this Agreement), (x) any Tax that arises due to actions taken by or at the direction of Parent on the Closing Date after the Closing that are outside of the Ordinary Course of Business or (y) the employer portion of any employment, payroll or similar Tax based on or attributable to any Parent Employee Obligation. For purposes of the foregoing, in the case of a Straddle Period, the amount of any Tax based on or measured by income or receipts or imposed in connection with any transaction that is allocable to the portion of a Straddle Period ending on the Closing Date shall be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Tax period of any partnership or other pass-through entity in which the Company holds a beneficial interest shall be deemed to terminate at such time), and the amount of any other Tax of the Company or any of its Subsidiaries that is allocable to the portion of a Straddle Peri...
Pre-Closing Tax means any Tax for a Pre-Closing Tax Period. (www) “Privacy Laws” has the meaning set forth in Section 3.16(a).
Pre-Closing Tax means any Tax of the Company or any of its Subsidiaries (i) for a Pre-Closing Tax Period, including, for the avoidance of doubt, any liability for Taxes pursuant to Section 965(a) of the Code, in each case, determined without regard to whether the due date for the payment of such Taxes is prior to the Closing Date, (ii) arising in connection with the consummation of the Transactions (including as a result of the Section 336(e) Election, but excluding the portion of any Transfer Taxes required to be paid by Purchasers pursuant to Section 7.05), (iii) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Law), or (iv) as a transferee or successor, by Contract (other than any customary agreements with customers, vendors, lenders, lessors or the like for which Taxes are not the principal subject matter), pursuant to any Law, rule or regulation or otherwise, which Taxes relate to an event or transaction occurring before the Closing.