Pre-Closing Taxes definition

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

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

Pre-Closing Taxes means, without duplication, all Taxes for which the Company Group is liable (i) with respect to any Pre-Closing Tax Period; (ii) as a result of being a member of an affiliated, combined, unitary or similar group prior to the Closing; (iii) as a transferee or successor, by contract or pursuant to any Law, rule or regulation, which Taxes relate to an event or transaction occurring before the Closing; (iv) arising out of or resulting from the transactions contemplated hereby (including any Transfer Taxes), in each case together with any interest, penalties and additions to Tax with respect to any of the foregoing. In the case of any Straddle Period: (a) Taxes other than those described in clause (b) shall be allocated based on an assumed closing of the books of the Company Group as of the close of the Closing Date, with exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions computed as if the Closing Date was the last day of the Straddle Period) allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period thereafter in proportion to the number of days in each such portion; and (b) any real, personal and intangible property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Taxes for such entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the Straddle Period.

Examples of Pre-Closing Taxes in a sentence

• Xxxx shall have the right to assume sole control over a Tax Proceeding to the extent it relates to Pre-Closing Taxes which may be the subject of indemnification by St. Xxxx pursuant to Section 8.01 and to employ counsel of its choice at its expense.

• Except as set forth in Section 5.03, Parent shall be responsible for (and shall indemnify the SpinCo Entities from and against) all Pre-Closing Taxes, including any Pre-Closing Taxes resulting from any audit, amendment, other change or adjustment, Taxes of the Consolidated Group, and Taxes reportable on a Tax Return described in Section 2.02(a) (to the extent allocated to Parent under Article IV).

• For example, concurrent access synchronization is a facet of an e-commerce application.

• Not later than five Business Days before the due date for the payment (including in connection with estimated payments) of any Pre-Closing Taxes, St. Xxxx shall pay to the Company or any of its Post-Closing Subsidiaries an amount equal to any such Pre-Closing Taxes which are payable by the Company or any of its Post-Closing Subsidiaries.

• The Seller shall pay or cause to be paid any Pre-Closing Taxes; provided, however, that in the case of the Company Joint Venture Entities the Seller shall pay or cause to be paid the Seller’s allocable share of such Pre-Closing Taxes.

More Definitions of Pre-Closing Taxes

Pre-Closing Taxes means, any (i) Taxes of the Company or any Subsidiary (including, for the avoidance of doubt, any Sales Taxes) for a Taxable period (or portion thereof) and ending on or prior to the Closing Date, (ii) any Taxes of any other Person for which the Company or any Subsidiary is liable if the agreement, event or occurrence giving rise to such Liability occurred on or before the Closing Date and (iii) Taxes of any member of an affiliated, consolidated, combined or unitary group of which the Company or any Subsidiary of the Company (or any predecessor of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous state, local or foreign Applicable Law. For clarity, Pre-Closing Taxes includes any payroll Taxes or other Taxes of the Company or any Subsidiary arising in connection with any payment required pursuant to, or arising as a result of, this Agreement or the Transactions, whether or not such Taxes are due and payable as of the Closing Date. For purposes of this definition, any Straddle Period shall be treated on a “closing of the books” basis as two partial periods, one ending on the day before the Closing Date and the other beginning on the Closing Date; provided, however, that with respect to Taxes of the Company or any Subsidiary that are imposed on a periodic basis and that are payable for a Straddle Period, such Taxes shall (y) in the case of property, ad valorem or other Taxes that accrue based upon the passage of time, be deemed to be Pre-Closing Taxes in an amount equal to the amount of such Taxes for the entire Taxable period multiplied by a fraction, the numerator of which is the number of days in the Taxable period through and including the day before the Closing Date and the denominator of which is the number of days in the entire Taxable period, and (z) in the case of any other Taxes, be deemed to be Pre-Closing Taxes in an amount equal to the amount of Taxes that would be payable if the relevant Taxable period ended on the day before the Closing Date. For purposes of this definition, any credits relating to a Taxable period that includes (but does not end on) the Closing Date shall be taken into account as though the relevant Taxable period ended on the day before the Closing Date.

Pre-Closing Taxes shall have the meaning set forth in Section 5.6(a)(iv).

Pre-Closing Taxes has the meaning set forth in Section 7.3.

Pre-Closing Taxes means any and all Taxes relating to any taxable period ending on or prior to the Closing Date.

Pre-Closing Taxes means all Liabilities for Taxes of the Company for Pre-Closing Tax Periods, determined without regard to any carryback of a loss or credit arising after the Closing Date.

Pre-Closing Taxes has the meaning specified in Section 8.01(a).

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