Closing Tax Liabilities definition

Closing Tax Liabilities means all current liabilities for Taxes as of the Reference Time; provided that the Closing Tax Liabilities (i) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing and be calculated without giving effect to and without reference to, and shall not take into account, any Transaction Expenses or any other payments contemplated by Article I and Article II, and (ii) shall follow the defined terms contained in this Agreement.
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Closing Tax Liabilities means the gross amount of any Taxes that are specifically accrued or reflected as a liability on the Final Balance Sheet, or otherwise specifically taken into account in determining any amount shown on the Final Balance Sheet.
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Closing Tax Liabilities means all Taxes of the Company with respect to any Pre- Closing Tax Period that are accrued, but unpaid, as of the Closing including any Company Phantom Tax Liability; provided, that Closing Tax Liabilities shall not be an amount less than zero. “CMA” means the Competition and Markets Authority in the United Kingdom. “Code” means the Internal Revenue Code of 1986, as amended, and any substitute or successor Law of the United States of America in respect of federal Taxes. “Commercially Reasonable Efforts” means, with respect to the performance of development or commercialization activities with respect to a Milestone Product, the carrying out of such activities using reasonable and diligent efforts and the expending of such resources that a company in the biopharmaceutical industry of a similar size and resources to the Buyer as of the Closing Date would expend with respect to a product of similar commercial potential as a Milestone Product, considering conditions then prevailing and taking into account, without limitation, issues of safety and efficacy, expected and actual cost and time to develop, expected and actual profitability, expected and actual competitiveness of alternative third party products in the marketplace, the nature and extent of expected and actual market exclusivity (including patent coverage and regulatory exclusivity and other proprietary position or market exclusivity), the expected and actual reimbursability and pricing, the expected and actual amounts of marketing and promotional expenditures required, product profile (including the expected and actual labeling), anticipated timing of commercial entry, the regulatory environment and status of the product (including the likelihood of regulatory approval), and all other relevant scientific, technical and commercial factors. “Company A Ordinary Shares” means the A Ordinary Shares of £0.0001 each in the capital of the Company. “Company Capital Stock” means the Capital Stock of the Company. “Company Contingent Phantom Tax Liability” means, in respect of the Phantom Sellers, the total amount (if any) in respect of employer’s national insurance contributions (and/or the local equivalent) arising from the payment of the Contingent Phantom Bonuses including any amounts released from the Escrow Fund under Section 9.11, including any payment to the Shareholders’ Representative Reserve. 8
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Examples of Closing Tax Liabilities in a sentence

  • Section 2.5(a)(ii) Estimated Closing Tax Liabilities ......................................................................................................................


More Definitions of Closing Tax Liabilities

Closing Tax Liabilities means, as of the close of business on the Business Day immediately prior to the Closing Date, (a) all Tax liabilities of the NACGI Companies for any Taxable Period, except for Closing Future Tax Liabilities, and (b) all Tax liabilities of NAEL (except for GST and PST obligations of the Buyers pursuant to Section 2.12).
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Closing Tax Liabilities means all of Target’s liabilities for Taxes as of the Effective Time as determined in accordance with GAAP, whether or not then due.
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Closing Tax Liabilities means, for any Prior Period, any and all of the Tax liabilities of the Partnership, the Partners, and/or any Person (other than the Partnership and the Partners) imposed on the Partnership or any of the Partners as a transferee or successor, by contract or pursuant to any Law minus any reserve for Closing Tax Liabilities which is taken into account in the calculation of the Actual Working Capital, it being acknowledged and agreed that, for greater certainty, all such Tax liabilities described above attributable to the Pre-Closing Transactions and attributable to the portion of any Straddle Period ending on or before the Closing Date shall constitute Closing Tax Liabilities.
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Related to Closing Tax Liabilities

  • 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.

  • Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).

  • 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.

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

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

  • Tax Liabilities means all liabilities for Taxes.

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

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

  • 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.

  • 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.

  • 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.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.

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

  • Pre-Closing Environmental Liabilities means any Environmental Liabilities to the extent arising out of the ownership, operation or condition of any of the Business or the Real Property on or at any time prior to the Closing Date.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

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

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

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

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

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

  • Assumed Liabilities has the meaning set forth in Section 2.3.

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

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

  • 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.