Preclosing Tax Period definition

Preclosing Tax Period means (i) any Tax Period ending on or before the Closing Date and (ii) with respect to a Tax Period that commences before but ends after the Closing Date, the portion of such period up to and including the Closing Date.
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Preclosing Tax Period means any taxable period ending on or before the Closing Date.
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Preclosing Tax Period means all taxable periods ending on or before the Closing Date and the portion ending on the Closing Date of any taxable period that includes (but does not end on) such day.
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Examples of Preclosing Tax Period in a sentence

  • For a Straddle Period, Seller shall pay Buyer the portion set forth on the Straddle Tax Returns attributable to Seller for any Pre-closing Tax Period, on or before two (2) days of the due date.

  • For the avoidance of doubt and notwithstanding any contrary provision of Tax Law or accounting principle, the employer’s share of all payroll, employment, unemployment and similar Taxes payable with respect to all stock option exercises, payments to stock option holders, and all other payments of compensation to any Person in connection with the Merger, shall be allocable to the Preclosing Tax Period.

  • Any Tax refunds that are received by Buyer, its Affiliates or the Surviving Company, and any amounts credited against Tax to which any of the foregoing become entitled, that relate to any Preclosing Tax Period shall be for the account of Sellers, and Buyer shall pay over to Sellers any such refund or the amount of any such credit within 30 days after receipt or entitlement thereto.

  • Keller NP (2015) Translating biosynthetic gene clusters into fungal armor and weaponry, Nat.

  • The Surviving Company shall not, for any Preclosing Tax Period, (a) without the prior written consent of each Seller, file, change or amend the Company Income Tax Returns or (b) without the prior written consent of each Seller, which shall not be unreasonably withheld, conditioned or delayed, file, change or amend the Company’s Tax Returns other than the Company Income Tax Returns.

  • The Parent shall promptly notify the Shareholder Representative in writing of any Tax refund(s) received by the Surviving Corporation after the Closing that relate to any Preclosing Tax Period.

  • Purchaser shall permit the Seller Representative to review and comment on each such Tax Return of the Register Entities that includes a Preclosing Tax Period prior to filing and shall consider in good faith any reasonable changes to such Tax Returns that are requested by the Seller Representative.

  • Such Taxes shall be computed as if the Pre-closing Tax Period ended as of the Closing.


More Definitions of Preclosing Tax Period

Preclosing Tax Period shall have the meaning given it in Section 10.5(a).
Sample 1
Preclosing Tax Period means any Tax period ending on or prior to the Closing Date and the portion of any Straddle Period up to and including the Closing Date.
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Related to Preclosing Tax Period

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

  • 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.

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

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing 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 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.

  • 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.

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

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

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

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

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

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • 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.

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

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

  • U.S. Tax Person means a Person that is a “United States person” as defined in Section 7701(a)(30) of the Code, generally including:

  • non-taxable territory means the territory which is outside the taxable territory;

  • 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.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.