Post-Closing Inclusions Clause Samples
Post-Closing Inclusions. None of the Target Companies will be required to include any item of income in or exclude any item of deduction from, Taxable income for any Post-Closing Taxable Period as a result of any (i) any request for a ruling, advance pricing agreement, “closing agreement” as defined in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax law), (ii) installment sale or open transaction disposition made on or before the Closing Date; (iii) adjustment pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign Tax law; (iv) deferred intercompany gain or excess loss account as described under Treasury Regulation Section 1504 or any similar provision of state, local or other Tax law; or (v) prepaid amount received on or prior to the Closing Date.
Post-Closing Inclusions. Neither the Company nor any Subsidiary will be required to include any adjustment in taxable income for any taxable period (or portion thereof) beginning after the Closing Date as a result of any (i) installment sale or open transaction disposition on or prior to the Closing Date, (ii) accounting method change made, improper method of accounting used, or agreement with any Governmental Entity filed or made on or prior to the Closing Date, (iii) prepaid amount received or deferred revenue accrued on or prior to the Closing Date, (iv) intercompany transaction or excess loss account described in Section 1502 of the Code (or any corresponding provision of state, local or foreign Tax law) occurring or arising on or prior to the Closing Date, (v) election under Section 108(i) of the Code made on or prior to the Closing Date. The subpart F income (within the meaning of Section 952 of the Code) of the Company and its Subsidiaries will not exceed $50,000 and the global intangible low-taxed income (within the meaning of Section 951A of the Code) of the Company and its Subsidiaries will not exceed $680,000 in the taxable year that includes the Closing Date, assuming in each case that the amount of such income attributable to the portion of such taxable year ending on the Closing Date were annualized to the end of such taxable year on a per diem basis. As of the Closing Date, neither the Company nor any of its Subsidiaries will hold assets that constitute U.S. property within the meaning of Section 956 of the Code. Neither the Company nor any Subsidiary has made an election under Section 965(h) of the Code. Table of Contents
Post-Closing Inclusions. No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period as a result of (a) any change in method of accounting, or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date, (b) any “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local, or foreign Tax Law) executed on or prior to the Closing Date, (c) any intercompany transaction (including any intercompany transaction subject to Sections 367 or 482 of the Code) or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign Tax Law) with respect to a transaction occurring prior to the Closing, (d) any installment sale or open transaction disposition made prior to the Closing, (e) any prepaid amount received or deferred revenue accrued on or prior to the Closing Date other than in the Ordinary Course of Business, or (f) the application of Sections 951, 951A or 965 of the Code with respect to income earned or recognized or payments received prior to the Closing.