Definition of Pre-Completion Taxes


Pre-Completion Taxes means any and all liability(i) for Taxes (or the nonpayment thereof) of, or imposed upon, the companies of the Nubiola Group for any Pre-Completion Tax Period, (ii) for Taxes of any member of an affiliated, consolidated, combined, aggregate or unitary group of which any company in the Nubiola Group (or any predecessor of any such company) is or was a member (or is or was required to join as a member) on or prior to the Completion Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Law, (iii) for Taxes of any person (other than such company in the Nubiola Group) imposed on such company 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 Completion and (iv) for Taxes borne by the Sellers under clause 24.5 of this Agreement.
Sample 1

Examples of Pre-Completion Taxes in a sentence

Not later than three (3) days prior to the due date for the payment of Taxes with respect to any Purchaser Prepared Return, the Vendors shall pay or cause to be paid to Purchaser the amount of any Taxes attributable to a Pre-Completion Tax Period (determined in accordance with Clause 13.3 with respect to Straddle Periods) shown on such Purchaser Prepared Return ("Pre-Completion Taxes").