Seller Pre-Closing Taxes definition

Seller Pre-Closing Taxes has the meaning set forth in Section 5.3(b)(i).
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Seller Pre-Closing Taxes means (a) any Taxes imposed on or with respect to the Company and its Subsidiaries attributable to any Pre-Closing Tax Period of the Company and its Subsidiaries (including the portion of any Straddle Period of the Company and its Subsidiaries that ends on the day immediately preceding the Closing Date), and (b) any Taxes arising from or imposed with respect to any action taken or transaction effected, in each case outside the ordinary course of business, by Seller or any of the Company and its Subsidiaries on the Closing Date on or prior to the Closing (other than any such action taken or transaction effected by such party at the direction of Buyer); provided however, that Seller Pre-Closing Taxes shall not include any Taxes to the extent a liability for such Taxes was taken into account in the determination of the final Closing Net Working Capital. “Seller 401(k) Plan” has the meaning set forth in Section 6L(v). “Signing Press Release” has the meaning set forth in Section 6D. “Standard Limitation Date” has the meaning set forth in Section 8A. “Straddle Period” means with respect to Company and its Subsidiaries, a taxable period that begins before and ends after the Closing Date. “Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, association or other business entity. “Support Obligations” has the meaning set forth in Section 6C(i). “Swap” shall have the meaning assigned to such term under Section...
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Seller Pre-Closing Taxes means (a) any Taxes imposed on or with respect to the Acquired Companies attributable to any Pre-Closing Period of the Acquired Companies (including the portion of any Straddle Period of the Acquired Companies that ends on the day immediately preceding the Closing Date), (b) any Taxes arising from or imposed with respect to any action taken or transaction effected, in each case outside the ordinary course of business, by Parent, Seller or any of the Acquired Companies on the Closing Date prior to the Closing (other than any such action taken or transaction effected by such party at the direction of Buyer), and (c) any Taxes (other than Transfer Taxes for which Buyer is liable pursuant to Section 6.03(f)) imposed on or with respect to the sale and transfer of the Interests pursuant to this Agreement; provided, however, that Seller Pre-Closing Taxes shall not include any Taxes to the extent a liability for such Taxes was taken into account in the determination of the final Closing Date Net Working Capital.
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Examples of Seller Pre-Closing Taxes in a sentence

  • Those using a computer and/or having access to the network must follow the guidelines outlined in this document.

  • Seller shall pay or cause to be paid, within the time and in the manner required by applicable Law, all Seller Pre-Closing Taxes due with respect to the Tax Returns required to be filed by the Company and its Subsidiaries with respect to all taxable periods of the Company and its Subsidiaries ending on or prior to the Closing Date.

  • Seller shall, at least five (5) Business Days prior to the due date of any Tax Return that relates to a Straddle Period of Company or its Subsidiaries, pay to Buyer any Taxes due with respect to such Tax Return that are Seller Pre-Closing Taxes.

  • Possessing or bringing any item that cannot be legally possessed by a juvenile (including, but not limited to: alcohol, tobacco, drugs, over-the-counter drugs, or unauthorized medication).

  • Seller shall 42 timely remit or cause to be remitted to the applicable Governmental Authority (or shall pay to Buyer at least three (3) days prior to the due date for remittance to the applicable Governmental Authority) any Taxes due in respect of any Seller Return (the “Seller Pre-Closing Taxes”); provided that Seller Pre-Closing Taxes shall not include Taxes that are taken into account in the calculation of the Working Capital.

  • Seller shall pay or cause to be paid, within the time and in the manner required by applicable Law, all Seller Pre-Closing Taxes due with respect to the Tax Returns required to be filed by the Acquired Companies with respect to all taxable periods of the Acquired Companies ending prior to the Closing Date.

  • Lastly, she also stated that following the injuries suffered by the respondent/claimant, he was discharged from his service as a handyman, as he was no longer fit to work as such.

  • Seller shall timely remit or cause to be remitted to the applicable Governmental Authority (or shall pay to Buyer at least three (3) days prior to the due date for remittance to the applicable Governmental Authority) any Taxes due in respect of any Seller Return (the “SellerPre-Closing Taxes”); provided that Seller Pre-Closing Taxes shall not include Taxes that are taken into account in the calculation of the Working Capital.


More Definitions of Seller Pre-Closing Taxes

Seller Pre-Closing Taxes means fifty percent (50%) of any Taxes imposed on any Acquired Company attributable to any Pre-Closing Period, and the portion of any Straddle Period ending on or before the Closing Date, provided, however, that Seller Pre-Closing Taxes shall not include any such Taxes to the extent such Taxes are reflected as an accrued Tax liability or expense on the Company Financial Statements. For purposes of this Agreement, in the case of any Straddle Period, the amount of any Taxes based on or measured by income or receipts of any Acquired Company allocable to the Pre-Closing Period shall be computed as if such taxable year or period ended as of the close of business on the Closing Date, and the amount of any other Taxes of such Acquired Company allocable to the Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which is the number of days in such Straddle Period.
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Seller Pre-Closing Taxes has the meaning set forth in Section 5.3(b)(i). “Seller Releasing Parties” has the meaning set forth in Section 11.16. “Seller Return” has the meaning set forth in Section 5.3(b)(i). “Seller Straddle Taxes” has the meaning set forth in Section 5.3(b)(i). “Seller’s Counsel” means McGuireWoods LLP. “Seller’s Knowledge” means the actual knowledge (as opposed to any constructive or imputed knowledge) after due inquiry of the Persons listed on Schedule 1.1(f). 14 4894-6761-6617 v.11 “Services Agreement” means that certain DES Services Agreement, dated January 1, 2018, entered into between The East Ohio Gas Company and Dominion Energy Services, Inc. “Shares” has the meaning set forth in the Recitals. “Significant Subsidiaries” means the entities identified as “Significant Subsidiaries” on Schedule 1.1(g). “State Regulatory Approval” means any required consent or approval of the Governmental Authorities set forth on Schedule 1.1(h) of the change of control of the Sale Entities and the Contemplated Transactions. “Stock Power” means the Stock Power to be dated as of the Closing Date and executed by Seller, substantially in the form attached hereto as Exhibit A. “Straddle Period” means any Taxable Period that begins on or before the Closing Date and ends after the Closing Date. “Subsidiary” of a Person means (a) any corporation, association or other business entity (whether or not incorporated) of which fifty percent (50%) or more of the total voting power of shares or other voting securities outstanding thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof), and (b) any partnership or limited liability company of which such Person or one or more of the other Subsidiaries of such Person (or any combination thereof) is a general partner or managing member. “Support Obligation Payment” has the meaning set forth in Section 5.8(c). “Support Obligations” has the meaning set forth in Section 5.8(c). “Target Indebtedness” means the amount set forth in Schedule 1.1(i) corresponding to the applicable month of the Closing Date. “Tax Proceeding” has the meaning set forth in Section 5.3(d)(i). “Tax Representations” means the representations and warranties set forth in Section 3.9 (Tax Matters). “Tax Return” means any return, declaration, report, statement, form, claim for refund, or other document, together with all amendments and supplements thereto (including all rel...
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Related to Seller Pre-Closing Taxes

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

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

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

  • 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 Returns has the meaning specified in Section 8.04(a).

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

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

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Seller’s Closing Documents as defined in Section 3.2(a).

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

  • Second Closing has the meaning set forth in Section 2.2.

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

  • Closing Date means the date on which the Closing occurs.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Third Closing Date has the meaning set forth in Section 2.2(c).