Common use of Pre-Closing Taxes Clause in Contracts

Pre-Closing Taxes. For purposes of this Agreement, "Pre-Closing Taxes" shall mean, (a) all liability for Taxes of the Company for Pre-Closing Tax Periods; (b) all liability for real estate transfer Taxes or real estate gains Taxes arising as a result of the transfer of the Stock under this Agreement; (c) all liability attributable to any misrepresentation or breach of warranty made by any Foamex in Section 4.21 of this Agreement; (d) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of Foamex or the Company under this Agreement; and (e) all liability for Taxes of any other person pursuant to any contractual agreement entered into on or before the Closing Date.

Appears in 1 contract

Samples: Transfer Agreement (Foamex Capital Corp)

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Pre-Closing Taxes. For purposes of this Agreement, "Pre-Closing TaxesPRE CLOSING TAXES" shall mean, except to the extent included in the determination of Adjusted Net Assets, (a) all liability for Taxes of the Company for Pre-tax periods ending prior to the Closing Tax PeriodsDate; (b) all liability for real estate transfer Taxes or real estate gains Taxes arising as a result of the transfer of the Stock under this Agreementdescribed in Section 6.1; (c) all liability attributable to any misrepresentation or breach of warranty made by any Foamex the Seller in Section 4.21 3.23 of this Agreement; (d) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of Foamex the Seller or the Company under this Agreement; and (e) all liability for Taxes of any other person pursuant to any contractual agreement entered into on or before the Closing Date.; and

Appears in 1 contract

Samples: Stock Purchase Agreement (Smith Micro Software Inc)

Pre-Closing Taxes. For purposes of this Agreement, "Pre-Closing Taxes" shall mean, except to the extent included in the determination of Adjusted Net Assets, (a) all liability for Taxes of the Company for Pre-tax periods ending prior to the Closing Tax PeriodsDate; (b) all liability for real estate transfer Taxes or real estate gains Taxes arising as a result of the transfer of the Stock under this Agreementdescribed in Section 6.1; (c) all liability attributable to any misrepresentation or breach of warranty made by any Foamex the Seller in Section 4.21 3.23 of this Agreement; (d) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of Foamex the Seller or the Company under this Agreement; and (e) all liability for Taxes of any other person pursuant to any contractual agreement entered into on or before the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aladdin Systems Holdings Inc)

Pre-Closing Taxes. For purposes of this Agreement, "Pre-“Pre Closing Taxes" shall mean, except to the extent included in the determination of Adjusted Net Assets, (a) all liability for Taxes of the Company for Pre-tax periods ending prior to the Closing Tax PeriodsDate; (b) all liability for real estate transfer Taxes or real estate gains Taxes arising as a result of the transfer of the Stock under this Agreementdescribed in Section 6.1; (c) all liability attributable to any misrepresentation or breach of warranty made by any Foamex the Seller in Section 4.21 3.23 of this Agreement; (d) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of Foamex the Seller or the Company under this Agreement; and (e) all liability for Taxes of any other person pursuant to any contractual agreement entered into on or before the Closing Date.; and

Appears in 1 contract

Samples: Stock Purchase Agreement (International Microcomputer Software Inc /Ca/)

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Pre-Closing Taxes. For purposes of this Agreement, "Pre-Closing Taxes" shall mean, except to the extent included in the determination of Adjusted Net Assets, (a) all liability for Taxes of the Company for Pre-Closing Tax Periods; (b) all liability for real estate transfer Taxes or real estate gains Taxes arising as a result of the transfer of the Stock under this Agreementdescribed in Section 6.1; (c) all liability attributable to any misrepresentation or breach of warranty made by any Foamex the Seller in Section 4.21 3.23 of this Agreement; (d) all liability for Taxes attributable to any failure to comply with any of the covenants or agreements of Foamex the Seller or the Company under this Agreement; and (e) all liability for Taxes of any other person pursuant to any contractual agreement entered into on or before the Closing Date.;

Appears in 1 contract

Samples: Stock Purchase Agreement (Jupitermedia Corp)

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