Closing Income Taxes definition

Closing Income Taxes means (a) all accrued and unpaid current income Tax payables less (b) all accrued and unpaid current income Tax receivables of the Acquired Companies as set forth on the Closing Balance Sheet, determined in accordance with Section 2.2(g). Closing Income Taxes shall not include any debit or credit for deferred Tax assets or liabilities.
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Closing Income Taxes shall be calculated (A) as of the end of the Closing Date, (B) in a manner consistent with the past practices of Vista Outdoor or the applicable Subsidiary to the extent such past practices are supported at a “more likely than not” or higher level of comfort, (C) except as otherwise provided in this definition, by disregarding any deferred Income Tax assets or liabilities, (D) taking into account all Transaction Tax Deductions deductible by Vista Outdoor and its Subsidiaries in a Pre-Closing Tax Period under applicable Law, (E) by disregarding any transactions, actions or elections entered into by members of the Vista Outdoor Group outside the ordinary course of business on the Closing Date after the Closing and not (x) otherwise contemplated by this Agreement or the Merger Agreement, (y) required by applicable Law or by a Contract entered into by a member of the Vista Outdoor Group prior to the Closing or (z) approved in writing by Revelyst and (F) taking into account any “global intangible low-taxed income” within the meaning of Section 951A of the Code and “subpart F income” within the meaning of Section 952 of the Code of any “controlled foreign corporations” for taxable years (or portions thereof) ending on or before the Closing Date but excluding such income for any taxable years of any “controlled foreign corporations” included in the Revelyst Group that do not end on the Closing Date. Except as expressly provided to the contrary in the foregoing sentence, in the case of any Straddle Period, “Closing Income Taxes” shall include an amount of Income Taxes allocable to the portion of the Straddle Period ending on and including the Closing Date, as determined applying the conventions set forth in Section 4.07. Notwithstanding the foregoing, and for the avoidance of doubt, “Closing Income Taxes” shall not include any Income Taxes payable after the Closing Date solely by any member of the Revelyst Group that remain unpaid after the Closing Date.
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Closing Income Taxes means any accrued and unpaid income Taxes of the Company and the Company’s Subsidiaries as of the Closing Date (determined without regard to any right to Tax refunds or overpayment of Taxes).
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Examples of Closing Income Taxes in a sentence

  • However, in no event will Excluded Taxes include any Tax to the extent that such item of Tax has been included in the calculation of Closing Income Taxes and deducted from the Purchase Price.

  • From and after the Closing Date, the Purchaser will indemnify the Seller Indemnified Parties against all Taxes of the Acquired Companies that are attributable to any Post-Closing Period and any Taxes for which an amount has been, and to the extent, included in Closing Income Taxes, other than any such Tax liabilities that are Excluded Taxes.


More Definitions of Closing Income Taxes

Closing Income Taxes means all accrued, but unpaid, income Taxes of the Company Group for the Pre-Closing Tax Period, or portion of any Straddle Period ending on or prior to the Closing Date (excluding deferred income Tax Liabilities), as of the Closing Date, which, for the avoidance of doubt, shall be calculated taking into account the Transaction Tax Deductions to the extent accrued on or prior to the Closing Date.
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Related to Closing Income Taxes

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Income Taxes means any taxes measured, in whole or in part, by net or gross income or profits together with any interest, penalties or additions to tax.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Qualifying Income means gross income that is described in Section 856(c)(3) of the Code.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Incremental Income Taxes is defined in Section 6.9.

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal franchise or income taxes paid or due to be paid during such period.

  • 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.

  • Operating Income means the Company’s or a business unit’s income from operations but excluding any unusual items, determined in accordance with generally accepted accounting principles.

  • EBIT means earnings before interest and taxes.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Consolidated Working Capital Adjustment means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Non-Income Tax means any Tax other than an Income Tax.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Tax Revenue means, with respect to the Project Area, (a) those tax revenues referred to (1) in the last sentence of the first paragraph of Article VIII, Section 12 of the Constitution of the State and (2) in Section 18-2147, Reissue Revised Statutes of Nebraska, as amended, and (b) all payments made in lieu thereof.

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

  • Consolidated Income Taxes means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

  • EBITA means for any period, operating profit (loss) plus (i) amortization, including goodwill impairment, (ii) amortization of non-cash distribution and marketing expense and non-cash compensation expense, (iii) restructuring charges, (iv) non-cash write-downs of assets or goodwill, (v) charges relating to disposal of lines of business, (vi) litigation settlement amounts and (vii) costs incurred for proposed and completed acquisitions.

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

  • Working Capital Adjustment Amount has the meaning set forth in Section 2.1(b)(ii). Section 1.2

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.