Pre-Closing Taxes definition
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Pre-Closing Taxes has the meaning set forth in Section 6.03.
Pre-Closing Taxes means (i) any unpaid Income Taxes of or with respect to the Company or any of its Subsidiaries (including Taxes resulting from, attributable to or arising in connection with any action, event, election, or transaction in any Pre-Closing Tax Period and determined on a jurisdiction-by-jurisdiction basis (not less than zero with respect to any Tax in any jurisdiction)), computed (a) without taking into account any refunds or overpayments (or credits in lieu thereof), (b) taking into account estimated payments and tax carryovers and carryforwards, as applicable, to the extent that it is at least “more likely than not” that such estimated payments, carryovers, and carryforwards are available to reduce Taxes or taxable income, as applicable, excluding any United Kingdom Research & Development tax credit claims of the Company or its Subsidiaries as they may relate to a Pre-Closing Tax Period, (c) taking into account all Tax deductions and other Tax benefits of the Company and any of its Subsidiaries (i) resulting from or related to the transactions contemplated hereby and (ii) that are at least “more likely than not” deductible in a Pre-Closing Tax Period under applicable Law, and (d) taking into account any net operating loss or other tax asset of the Company or any of its Subsidiaries existing as of the close of business on the Closing Date to the extent “more likely than not” available to reduce Taxes or taxable income, as applicable; and (ii) any Taxes resulting from, attributable to or arising in connection with the Pre-Closing Transaction Steps (computed as determined by Buyer in its sole discretion; provided, that Buyer’s computation is supported by advice of a nationally recognized tax advisor at a “more likely than not” or higher level of confidence). Pre-Closing Taxes described in clause (i) of this definition shall be determined except as otherwise provided in this definition, based on the Company’s and the Company’s Subsidiaries’ respective historical practices and procedures except to the extent such practice is not supportable at a “more likely than not” or higher level of comfort, and in accordance with Section 6.7(b) with respect to any Straddle Period (or portion thereof).
Examples of Pre-Closing Taxes in a sentence
In furtherance of the foregoing, each Party will use commercially reasonable efforts to mitigate any Loss with respect to Pre-Closing Taxes for which a Party has an indemnification obligation to another Party pursuant to this Agreement.
More Definitions of Pre-Closing Taxes
Pre-Closing Taxes means Taxes of the Target Company and its Subsidiaries for any Pre-Closing Tax Period.
Pre-Closing Taxes means any and all Taxes of the Company that are attributable to a Pre-Closing Tax Period, relate to an event or transaction occurring on or before the Closing Date, or arise out of or result from the transactions contemplated by this Agreement (including any transfer, documentary, sales, use, stamp, registration and other such Taxes and fees, and any interest, fines, assessments, penalties or additions to tax imposed in connection therewith or with respect thereto).
Pre-Closing Taxes means, without duplication, (i) all Taxes (or the non-payment thereof) of or imposed on any Seller, (ii) all Taxes (or the non-payment thereof) of or imposed on or payable by any Sale Entity or JV Company for any Pre-Closing Tax Period and the portion of any Straddle Period through the end of the Closing Date determined in accordance with this Agreement (including any such Taxes arising as a result of the Sections 6221 through 6241 of the Code, as amended by the Bipartisan Budget Act of 2015 (Pub. L. No. 114-74), together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws), (iii) all Taxes of any member of an affiliated group of which any Sale Entity or JV Company (or any predecessor of such member) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar U.S. state or local, or non-U.S. Law, (iv) all Taxes arising from the Contemplated Transactions, including any Taxes arising from any pre-Closing restructuring occurring in connection with the Contemplated Transactions, (v) all Taxes of any Person (other than a Sale Entity or JV Company) imposed on any Sale Entity or JV Company (x) as a transferee or successor, (y) by Contract, or (z) pursuant to any Law, which Taxes, in each case, relate to an event or transaction occurring before the end of the Closing Date, (vi) all Taxes arising from the settlement, repayment, retirement, cancellation or elimination of any intercompany balances between Sale Entities or JV Companies or between one or more Sale Entity or JV Company and one or more Seller or its Affiliates, (vii) all Taxes payable under Section 965 of the Code, regardless of whether an election under Section 965(h) of the Code has been made, (viii) any indemnity or gross up made to service providers of any Sale Entity or JV Company for any Taxes imposed under Section 4999 or Section 409A of the Code (or any corresponding provisions of state, local, or non-U.S. Tax Law) with respect to compensation arrangements entered into with service providers in a Pre-Closing Tax Period or the portion of any Straddle Period through the end of the Closing Date, (ix) Taxes arising from breach by Seller of any covenant set forth in this Agreement, (x) any Taxes arising from the inclusion of any item of income in, or exclusion of any item of deduction from, taxable income for any taxable period (or portion thereof) ending after t...
Pre-Closing Taxes means (i) any Taxes of Fortis and any of its Subsidiaries for all Pre-Closing Tax Periods, (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which Fortis or any of its Subsidiaries is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or foreign law, (iii) all Liability for Taxes of any Person arising under principles of transferee or successor Liability, or by contract (excluding, for the avoidance of doubt, any contracts entered into in the Ordinary Course of Business the primary purpose of which is not related to Taxes) or operation of Law imposed on Fortis or any of its Subsidiaries for any period by reason of any event or transaction occurring on or prior to the Closing Date, and (iv) all Closing Payroll Taxes and any accrued and unpaid payroll Taxes of Fortis and any of its Subsidiaries that have been deferred from a Pre-Closing Tax Period to a Post-Closing Tax Period under the CARES Act. Notwithstanding the foregoing, Pre-Closing Taxes shall (A) not include (1) any Transfer Taxes for which FibroGen is responsible pursuant to Section 7.2(d), (2) any Post-Closing Payroll Taxes, (3) any Taxes allocated to FibroGen pursuant to Section 7.2(i), (4) any Taxes attributable to Tax Periods (or portions thereof) beginning after the Closing Date (for the avoidance of doubt, except for such Taxes that are indemnifiable under Section 9.2(a)), (5) any Taxes due to the unavailability in any Tax period (or portion thereof) beginning after the Closing Date of any net operating losses, credits or other Tax attribute from a Tax period (or portion thereof) ending on or prior to the Closing Date, (6) any Taxes arising from an election under Section 338 or Section 336 of the Code or any similar provision of foreign, state or local Law in respect of the consummation of the transactions contemplated by this Option Agreement, or (7) any Taxes incurred by Fortis on the Closing Date after the Closing outside the Ordinary Course of Business (other than as explicitly contemplated by this Option Agreement).
Pre-Closing Taxes shall have the meaning set forth in Section 4.7(a)(i).
Pre-Closing Taxes means (i) any Tax imposed on the Company or any of its Subsidiaries in respect of any Pre-Closing Tax Period, including Taxes that would have been payable during the Pre-Closing Tax Period but for any deferrals granted under the COVID-19 Tax Acts, (ii) any Tax of any Company Securityholder or any of its Affiliates for which any of the Company or any of its Subsidiaries 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 Merger 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 or any of its Subsidiaries 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, compensate or reimburse any such Person, by Contract (other than commercial contracts the primary purpose of which is unrelated to Tax), (v) any amount of payroll Tax credit claimed under any provision of the COVID-19 Tax Acts that is received by the Company or any of its Subsidiaries on or before the Closing Date and any amounts described in the last sentence of Section 9.6, but only to the extent such payroll Tax credits are subsequently not allowed or are recaptured, in each case, by a Governmental Authority, (vi) any Transfer Taxes for which the Company Securityholders are liable pursuant to Section 9.4 and (vii) the employer portion of any payroll or employment Taxes of the Company or its Subsidiaries with respect to any payments made at or substantially contemporaneously with the Closing and arising as a result of the transactions contemplated by this Agreement. 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...
Pre-Closing Taxes has the meaning specified in Section 8.01(a).