Closing Tax Amount definition

Closing Tax Amount means an amount equal to the liability for Taxes of the Company Group that are accrued but unpaid as of the end of the Closing Date with respect to any Pre-Closing Tax Period. The Closing Tax Amount shall be calculated in accordance with the past practice and accounting methodologies of the Company Group applied in filing their Tax Returns. For the purposes of this definition, the following Taxes shall be deemed to have accrued: (a) all Taxes in respect of a tax period ending on or prior to the Closing Date, (b) any Taxes (or portion thereof) in respect of a Straddle Tax Period that are allocated to the Pre-Closing Tax Period pursuant to Section 9.02(b)(iii), and (c) any payroll Taxes arising in a Pre-Closing Tax Period that have been deferred as described in Section 3.15(o). For the avoidance of doubt, the amount accrued shall be subject to adjustment pursuant to Section 2.04.
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Closing Tax Amount means the liabilities of the Acquired Companies for Tax described in Section 9.01(a)(vi)(A) & (C) determined as of the end of the Closing Date, taking into account the consummation of the transactions contemplated herein and subject to Article X, disregarding, for the avoidance of doubt, any rights to refunds or similar Tax assets.
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Closing Tax Amount shall have the meaning ascribed to such term in Section 5.13(c) hereof.
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Examples of Closing Tax Amount in a sentence

  • Within five Business Days after the Closing Working Capital, Closing Cash and Cash Equivalents, Transaction Expenses, Closing Indebtedness, Closing Tax Amount and the Purchase Price have been finally determined in accordance with Section 2.04(b), (i) if the Estimated Purchase Price is less than the Purchase Price, Purchaser shall pay to Seller the amount of such shortfall, and (ii) if the Estimated Purchase Price is greater than the Purchase Price, Seller shall pay to Purchaser the amount of such excess.

  • The amount of Tax shown as due on the Draft Tax Returns will, together with the Buyer’s determination of the elements of the Closing Tax Amount not reflected on the Draft Tax Returns, be the proposed final Closing Tax Amount.

  • The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet, the Proposed Final Closing Statement, and the Closing Tax Amount submitted to it will be final, conclusive and binding on the parties hereto for purposes of this Section 2.12.

  • Notwithstanding anything to the contrary in this ARTICLE VIII, the parties agree that no amount shall be due under this ARTICLE VIII to the extent that it duplicates another amount already paid or accounted for under this ARTICLE VIII or in the calculation of the Indebtedness Amount, Net Working Capital Amount, Transaction Expenses or Closing Tax Amount.

  • As used herein, the Proposed Final Closing Balance Sheet, Proposed Final Closing Statement and the Closing Tax Amount, as adjusted to reflect any changes agreed to by the parties hereto and the decision of the Accounting Firm, in each case, pursuant to this Section 2.12, are referred to herein as the “Final Closing Balance Sheet”, the “Final Closing Statement” and the “Final Closing Tax Amount”, respectively.

  • Notwithstanding any other provisions of this Agreement to the contrary, each Escrow Participant’s Pro Rata Portion of the Escrow Amount, the Sales Tax Escrow Amount, the Stockholder Representative Amount and the Closing Tax Amount shall be deposited into the Escrow Fund, the Sales Tax Escrow Fund, the Stockholder Representative Fund and the Closing Tax Escrow Fund as provided herein.


More Definitions of Closing Tax Amount

Closing Tax Amount means (a) Pending Pre-Closing Tax Period Taxes, reduced by (b) all Taxes paid or deposited with respect to Pending Pre-Closing Tax Period Taxes (excluding amounts attributable to Refundable Taxes).
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Closing Tax Amount means an amount equal to the liability for Taxes of the Company Group that are accrued but unpaid as of the end of the Closing Date with respect to any Pre-Closing Tax Period. The Closing Tax Amount shall be calculated in accordance with the past practice and accounting methodologies of the Company Group applied in filing their Tax Returns. For the purposes of this definition, the following Taxes shall be deemed to have accrued: (a) all Taxes in respect of a tax period ending on or prior to the Closing Date, (b) any Taxes (or portion thereof) in respect of a Straddle Tax Period that are allocated to the Pre- Closing Tax Period pursuant to Section 9.02(b)(iii), and (c) any payroll Taxes arising in a Pre-Closing Tax Period that have been deferred as described in Section 3.15(o). For the avoidance of doubt, the amount accrued shall be subject to adjustment pursuant to Section 2.04.
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Closing Tax Amount means the net aggregate amount, if any, by which the Taxes (other than Taxes arising out of the Tax Audit Claims and sales Taxes to the extent recoverable by the relevant LJVH Group Member in the Ordinary Course) of each of the LJVH Group Members determined as of Closing for all Pre-Closing Tax Periods for which (A) the relevant Tax Return is not yet due and/or (B) relevant Taxes are not yet due and payable, exceeds the Taxes paid (through instalments or otherwise) by the LJVH Group Members prior to Closing in respect of such Pre-Closing Tax Periods.
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Related to Closing Tax Amount

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

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

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

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

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

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.

  • Tax Amount has the meaning set forth in Section 4.01(b)(i).

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • Final Tax Amount has the meaning set forth in Section 4.01(b)(ii).

  • Net After Tax Amount means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

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

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

  • Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.

  • Closing Fee has the meaning set forth in Section 2.09(c).

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

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

  • Earnout Amount has the meaning set forth in Section 2.5.1b).

  • maximum council tax reduction amount means the amount determined in accordance with paragraph 29;

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Acquisition Amount means, for an Acquired Receivable for which the Acquisition Amount is to be included in Available Funds for a Payment Date, the excess of (i) the present value of the Principal Balance of the Receivable as of the last day of the Collection Period immediately preceding the related Collection Period (calculated using the Discount Rate on the basis of a 360-day year of twelve 30-day months and assuming each amount is received at the end of the Collection Period in which the amount is scheduled to be received) over (ii) all cash collections and any other cash proceeds received by the Issuer on the related Receivable from (but excluding) the last day of the Collection Period immediately preceding the related Collection Period to the day on which such Receivable becomes an Acquired Receivable.

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