Prepaid Taxes definition

Prepaid Taxes means all payments of Taxes made in respect of the Tax liability of any SPV (whether by reason of an estimated Tax payment or otherwise) on or prior to the Closing Date, including any refunds or credits attributable to a Pre-Closing Tax Period, applied to a Straddle Period.

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Prepaid Taxes shall have the meaning set forth in Section 2.04.

Prepaid Taxes has the meaning specified in Section 1.1(v).

Examples of Prepaid Taxes in a sentence

For avoidance of doubt, Seller’s Portion of any Straddle Period Taxes shall be determined without regard to any Prepaid Taxes or Reserved Tax Liability.
To the extent Prepaid Taxes exceed the Taxes owed by Seller for a Straddle Period (as determined pursuant to Section 9.01(d)), Purchaser shall pay Seller such excess at Closing.
Within ninety (90) days after the Closing Date, the Buyer will prepare in good faith and deliver to the Sellers a certificate (the “Purchase Price Certificate”) executed by the Buyer setting forth (i) a listing of the amounts of Closing Cash, Closing Prepaid Taxes, Closing 338(h)(10) Tax Amount, Closing Indebtedness, Closing Working Capital, Closing Working Capital Adjustment, and Sellers’ Expenses, and (ii) the Buyer’s calculation of the Purchase Price and the Closing Working Capital Closing Payment.
If the Closing Tax Liability exceeds the Prepaid Taxes (both defined in Section 1G below), then not later than the third business day after the determination that the Closing Tax Liability exceeds the Prepaid Taxes, the Sellers will pay to the Company, in proportion to their prior respective holdings in the Company, an amount equal to such excess in immediately available funds to the account specified by the Purchaser, which amount shall first be satisfied out of the Indemnity Escrow Fund.
Using the same method of estimation as described in subsection (b) above, Developer and Owner agree that at Closing, through Escrow, Owner shall be reimbursed by Developer for the Prepaid Taxes in an amount equal to the Estimated Tax Percentage, which amount shall be subject to reconciliation following the Closing in accordance with subsection (d) below.

More Definitions of Prepaid Taxes

Prepaid Taxes has the meaning set forth in Section 2.2(m).

Prepaid Taxes has the meaning assigned to such term in subsection (ix) of the definition of Contributed Assets.

Prepaid Taxes means all payments of Taxes made in respect of the Tax liability of the Company or any member of the Company Group (whether by reason of an estimated Tax payment or otherwise) on or prior to the Closing Date, including any refunds or credits attributable to a Pre-Closing Tax Period, applied to the Straddle Period.

Prepaid Taxes. As defined in Section 6.1.3.

Prepaid Taxes means, without duplication, (a) the amount shown as "Prepaid taxes" on the Closing Balance Sheet as an asset of the Company and, to the extent not included in the "Prepaid taxes" line item on the Closing Balance Sheet, (b) all payments made by the Company (whether as estimated payments or through the crediting of amounts otherwise owed to the Company) prior to the Closing Date that reduce the amount the Company must pay in order to satisfy its Closing Tax Liability.

Prepaid Taxes means the dollar amount specified for the "Prepaid Taxes" line item on the Final Balance Sheet.

Prepaid Taxes means Taxes not yet due and payable (including estimated Taxes) of (or relating to the Assets of) the Company Group paid by or on behalf of the Company Group prior to the Closing Date that are not properly allocable to a Pre-Closing Tax Period in accordance with the principles of Section 6.5(d).