Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Pre-Closing Taxes means Taxes of the Companies for any Pre-Closing Tax Period.
Pre-Closing Taxes has the meaning set forth in Section 7.3.
Examples of Pre-Closing Taxes in a sentence
With respect to any Tax Returns filed by the Company for any taxable period (or portions thereof) ending on or before the Closing Date (a “Pre-Closing Taxable Period”), or for any Straddle Periods, the Seller shall be responsible for the Pre-Closing Taxes due in respect of such Tax Returns to the extent not reflected in the determination of the Final Closing Cash Consideration (each such amount, a “Final Return Deficiency”).
More Definitions of Pre-Closing Taxes
Pre-Closing Taxes means (i) any Taxes of the Company relating or attributable to any Pre-Closing Tax Period (including such Taxes that are accrued but not yet due and payable as of the Closing Date), including any such Taxes that arise from or are attributable to a Third Party Claim initiated by a Tax Authority within the statute of limitations applicable to such Taxes in the relevant jurisdiction and (ii) any Taxes attributable to the transactions contemplated by this Agreement, including any Transaction Payroll Taxes and Transfer Taxes.
Pre-Closing Taxes means, without duplication, all Taxes (a) for which Company or its Subsidiaries (including the Other Seller Subsidiaries) is or could be liable (i) with respect to any Pre-Closing Tax Period, (ii) as a result of being a member of an affiliated, consolidated, combined, unitary or similar group prior to the Closing, (iii) as a transferee or successor, by Contract or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing Date (including, without limitation, any Taxes of the Seller for which the Company or its Subsidiaries (including Other Seller Subsidiaries) could be held liable), (b) of Seller (or its direct or indirect owners) for any tax period, (c) arising out of or resulting from the transactions contemplated by this Agreement or any ancillary agreement (including Transfer Taxes), in each case, together with any interest, penalties and additions to Tax with respect to any of the foregoing and any Losses incurred in connection with any of the foregoing, and (d) any liability relating to an adjustment by the IRS in the amount of any item of income, gain, loss, deduction or credit of the Company, or Seller’s distributive share thereof, that results in an “imputed underpayment” as described in Section 6225(b) of the Code. The portion of Taxes for a Straddle Tax Period that is included in Pre-Closing Taxes shall be determined in accordance with Section 5.9(d) of this Agreement. For the avoidance of doubt, “Pre-Closing Taxes” shall include the USVI Exposure.
Pre-Closing Taxes means, without duplication, (a) Taxes imposed on any of the Acquired Companies for any Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date (as determined, in the case of a portion of a Straddle Period based on the principles in the last sentence of this definition); (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any of the Acquired Companies (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, provincial, municipal, local or non-U.S. Law; and (c) any and all Taxes of any Person (other than the Acquired Companies) imposed on any of the Acquired Companies as a transferee or successor, or pursuant to any Law, which Taxes relate to an event or transaction occurring on or before the Closing Date; provided, however, that Pre-Closing Taxes shall not include any Taxes (i) that are taken into account as current Tax liabilities in the Closing Working Capital as finally determined pursuant to Section 3.6, (ii) arise due to actions taken by Parent or any Affiliate thereof on the Closing Date after the Closing that are outside of the Ordinary Course of Business or (iii) that are attributable to or result from the Pre-Closing Transactions. In the case of any Straddle Period, the amount of any real property or personal property Taxes, and any fixed annual exemptions, allowances or deductions shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on the relative number of days in each such period, and any other Tax shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on an interim closing of the books as of the end of the Closing Date (and in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flow through” entity, as if the taxable period of such partnership or other “flow through” entity ended as of the end of the Closing Date).
Pre-Closing Taxes has the meaning set forth in Section 9.3 above.
Pre-Closing Taxes means, subject to the remainder of this definition, any Taxes with respect to the Company or its Subsidiaries that are attributable to a Pre-Closing Tax Period (taking into account all applicable Transaction Tax Deductions), in each case to the extent that such Tax exceeds the amount (if any) reflected as a liability for such Tax in the calculation of Closing Date Net Working Capital. For the avoidance of doubt, Pre-Closing Taxes shall include Closing Payroll Taxes but shall exclude any Excluded Payroll Taxes. For purposes of this Agreement, in the case of any Taxes that are payable for a Straddle Period, the portion of such Taxes that relate to the Pre-Closing Tax Period (and therefore that are treated as Pre-Closing Taxes) shall (i) in the case of any Taxes that are imposed on an annual or periodic basis (other than gross receipts, sales or use Taxes and Taxes based upon or related to income or payroll), be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the case of any Tax based upon or related to income, payroll and any gross receipts, sales or use Tax (other than Transfer Taxes, the responsibility for which is addressed in Section 6.6(b)), be deemed equal to the amount which would be payable (computed on an interim closing of the books basis) as if the relevant Tax period ended on and included the Closing Date (and in the case of any Taxes attributable to the ownership of any equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable state, local or non-U.S. Law), as if the taxable period of such partnership or other “flowthrough” entity or “controlled foreign corporation” ended as of the end of the Closing Date); provided, that any exemptions, allowances, deductions (including depreciation or amortization) and credits that are calculated on an annual basis shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion beginning after the Closing Date in proportion to the number of days in each such portion of the taxable period.
Pre-Closing Taxes has the meaning specified in Section 8.01(a).
Pre-Closing Taxes means any and all Taxes relating to any taxable period ending on or prior to the Closing Date.