Pre-Effective Time Tax Period definition

Pre-Effective Time Tax Period means any Tax period (or a portion thereof) ending on or before the Effective Time.
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Pre-Effective Time Tax Period means any taxable period (or the allocable portion of a Straddle Period) ending on or before the close of business on the date the Effective Time occurs.
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Pre-Effective Time Tax Period means any taxable period ending before the Effective Time and the portion of any Straddle Period ending on the day prior to the day on which the Effective Time occurs.
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Examples of Pre-Effective Time Tax Period in a sentence

  • Seller shall be entitled to any refund of Taxes paid with respect to a Pre-Effective Time Tax Period.

  • The Company’s participation in any Tax sharing agreement with Seller or any other Person shall be terminated as of the Closing Date and shall have no further effect with respect to any Pre-Effective Time Tax Period or Post-Effective Time Tax Period.

  • The Sellers shall pay to the Buyer (or the Buyer shall pay to the Sellers), as an adjustment to the Purchase Price, the amount by which the Tax attributable to the Pre-Effective Time Tax Period (calculated, in the case of Straddle Periods, in accordance with Section 6.14(c) below) exceeds (or is less than) the accrued liability for Taxes included in determining the Net Working Capital.

  • Not later than five days prior to the due date for payment of Taxes with respect to any Tax Return for a Pre-Closing Tax Period, Pre-Effective Time Tax Period, Straddle Income Tax Period or Straddle Non-Income Tax Period, the Seller shall pay to the Buyer the amount of any Seller Taxes with respect to such Tax Return.

  • The Seller shall control any audit or contest with respect to a Pre-Effective Time Tax Period, and Buyer shall control any other audit or contest; provided, however, that the Party with the greater potential Tax liability shall control any audit or contest with respect to a Straddle Period.

  • Seller shall indemnify and hold harmless Buyer and its Affiliates from and against all Taxes with respect to the Company or the Company Assets and attributable to any Pre-Effective Time Tax Period or portion of any Straddle Period prior to and including the Effective Time.

  • Seller shall indemnify the Buyer Indemnified Parties for all Liabilities incurred for, arising out of, or relating to any Taxes incurred or paid with respect to the Company and the Assets for any Pre-Effective Time Tax Period to the extent such Taxes are not actually taken into account in the calculation of the Final Net Working Capital.

  • Seller shall control any audit or contest with respect to a Pre-Effective Time Tax Period and Buyer shall control any other audit or contest; provided, however, that the Party with the greater potential Tax Liability shall control any audit or contest with respect to a Straddle Period.

  • Seller shall be responsible for property Taxes levied with respect to the Assets attributable to the Pre-Effective Time Tax Period and the Company shall be responsible for property Taxes levied with respect to the Assets attributable to the Post-Effective Time Tax Period.

  • Contributors shall pay all Taxes owed with respect to the Pre-Effective Time Tax Period with respect to each of the Companies to the extent such Taxes are not taken into account in the calculation of the Final Settlement Statement.


More Definitions of Pre-Effective Time Tax Period

Pre-Effective Time Tax Period has the meaning set forth in Section 7.13(a)(1).
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Pre-Effective Time Tax Period means any taxable period ending the day immediately before the Effective Time and the portion ending on and including the Effective Time of any Straddle Period. In the case of any Straddle Period, (i) Property Taxes of the Company for the Pre-Effective Time Tax Period shall be equal to the amount of such Property Taxes for the 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-Effective Time Tax Period and the denominator of which is the number of days in the Straddle Period; and (ii) all Taxes of the Company (other than Property Taxes) for the portion of the Straddle Period that constitutes a Pre-Effective Time Tax Period shall be computed as if such taxable period ended as of the close of business at the Effective Time.
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Pre-Effective Time Tax Period means any taxable period ending on or before the day of the Effective Time.
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Related to Pre-Effective Time Tax Period

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends after the Closing Date.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Taxable Date means the date on which interest on the Bonds is first includable in gross income of the Bondholder (including, without limitation, any previous Bondholder) thereof as a result of an Event of Taxability as such a date is established pursuant to a Determination of Taxability.

  • Pre-Closing Period means any taxable period ending on or before the Closing Date.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Distribution Effective Time means 12:01 a.m., Eastern time, on the Distribution Date.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year with respect to which any Tax may be imposed under any applicable statute, rule or regulation.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Effective tax rate means the rate that will produce last year’s total tax levy (adjusted) from this year’s total taxable values (adjusted). “Adjusted” means lost values are not included in the calculation of last year’s taxes and new values are not included in this year’s taxable values.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

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

  • Pre-Deconsolidation Period means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.

  • Assumed Final Distribution Date The Distribution Date in July 2036.

  • Seller Taxes has the meaning set forth in Section 11.1(f).