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 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 (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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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 implementation of the responsibilities of UNDP pursuant to this Agreement and the Project document shall be dependent on receipt by UNDP of the contribution in accordance with the schedule of payment as set out in Article I, Paragraph 1, above.

  • 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.

  • Any disputes regarding the Closing Tax Amount or the amount of any disbursement from the Closing Tax Escrow Fund or the Escrow Fund pursuant to this Section 5.13(c)(ii) shall be resolved by the Independent Accounting Firm in accordance in all material respects with the terms and conditions of Section 1.7(b)(iii)(B).

  • 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.

  • The determination by the Valuation Firm of the Cash Amount, Indebtedness Amount, Closing Tax Amount, Net Working Capital Amount and the resulting Aggregate Final Consideration calculated with reference thereto, shall become final and binding on the parties on the date the Valuation Firm delivers its final resolution in writing to the parties.

  • 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.

  • On the Closing Date, the Merger Cash Consideration shall be decreased by one hundred percent (100%) of the NRM Closing Tax Amount.

  • The estimate of the Closing Tax Amount shall be provided together with the information and documents described and agreed upon in Section 6.19 and the calculation of the income or gain attributable to the distribution of the Distributed Assets (the “Tax Information”).

  • The Estimated Closing Balance Sheet and the Company’s good faith estimate of the Estimated Working Capital, Closing Cash Amount, Closing Debt Amount, Closing Tax Amount and Seller Transaction Expenses contained in the Estimated Closing Statement will be prepared in accordance with the Accounting Principles and, except for the Closing Tax Amount, without giving effect to any changes resulting from the consummation of the Contemplated Transactions on the Closing Date.


More Definitions of Closing Tax Amount

Closing Tax Amount shall have the meaning ascribed to such term in Section 5.13(c) hereof.
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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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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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Related to Closing Tax Amount

  • Post-Closing Tax Period means any Tax period (or portion thereof) 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 and that portion of any Straddle Period ending on 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 before the Closing Date.

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

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

  • 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.

  • 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 1.9.3.

  • 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 provided in Section 2.9(b).

  • 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 year beginning and ending after the Distribution Date.