Pre-Effective Time Taxes definition

Pre-Effective Time Taxes means (i) all Liability for Taxes of the Company for Pre Effective Time Tax Periods; (ii) all Liability resulting by reason of the liability of the Company pursuant to Treas. Regs. Section 1.1502 6 or any analogous state, local or foreign law or regulation or by reason of the Company having been a member of any consolidated, combined or unitary group on or prior to the Closing Date; (iii) all Liability attributable to any misrepresentation or breach of warranty made by Seller in Section 3.12 of this Agreement; (iv) all liability for Taxes or any loss of Tax benefits in any Post-Effective Time Tax Period attributable to any failure to comply with any of the covenants or agreements of Seller or the Company under this Agreement, and (v) all liability of the Company for Taxes of any other Person pursuant to any Agreement entered into on or before the Closing Date or any affiliate of the Company for any partial or whole period on or before the Closing.
Sample 1

Examples of Pre-Effective Time Taxes in a sentence

  • In this paper, we describe and evaluate a dyadic word acquisition mechanism involving so called intent inter- pretations (see [38], [39], and below) which may explain how children come to learn the meaning of the earliest negation words, in English chiefly the word no.

  • Seller shall retain responsibility for, and shall bear, all Pre-Effective Time Taxes.

Related to Pre-Effective Time Taxes

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

  • 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.

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

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

  • Merger Effective Time means “Effective Time,” as that term is defined in the Merger Agreement.

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

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

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

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

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

  • Tax or Taxes means any federal, state, provincial, local, foreign or other tax (including any income tax, franchise tax, capital gains tax, gross receipts tax, value-added tax, surtax, estimated tax, excise tax, ad valorem tax, transfer tax, stamp tax, sales tax, use tax, property tax, withholding tax or payroll tax), and any related fine, penalty or interest, imposed, assessed or collected by or under the authority of any governmental body, whether disputed or not.

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

  • Transfer Taxes means any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Transactions.

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

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • 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.

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

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Pre-Closing Tax Return means any Tax Return that is required to be filed for any Acquired Companies, the Seller or any of its Affiliates with respect to a Pre-Closing Tax Period.

  • 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.

  • Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).

  • Pre-Closing Taxable Period means any taxable period ending on or before the Effective Time and that portion of any taxable period beginning before and ending after the Effective Time that ends on the Effective Time.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.