Closing Tax Liability definition

Closing Tax Liability has the meaning set forth in Section 2.3(a).
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Closing Tax Liability means the aggregate amount of all federal, state, local or foreign Taxes of, or payable by, the Company or any Company Subsidiary attributable to any Pre-Closing Tax Period which will remain unpaid as of the Closing.
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Closing Tax Liability has the meaning set out in Clause 9.7.3;
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Examples of Closing Tax Liability in a sentence

  • The obligation to make the indemnity payments contemplated by this Section 6.04 shall be due on the date on which the relevant Pre- Closing Tax Liability is payable to the Tax Authorities.

  • The parties shall instruct the accounting firm ultimately agreed upon or selected by lot under this Section 2.3(d)(iii) (the "ACCOUNTING FIRM") to make a final determination of the Closing Indebtedness, the Closing Tax Liability, the Closing Net Worth and Closing Net Current Assets and the resulting Purchase Price calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement.

  • Sellers shall reimburse Buyer for Taxes of Sellers and the Companies with respect to such periods within fifteen (15) days prior to any payment by Buyer or the Companies of such Taxes to the extent such Taxes are not treated as a Closing Tax Liability.

  • The parties shall instruct the accounting firm ultimately agreed upon or selected by lot under this Section 2.3(c) (the "ACCOUNTING FIRM") to make a final determination of the Closing Indebtedness, the Closing Tax Liability, the Closing Net Worth and the Closing Net Current Assets and the resulting Purchase Price calculated with reference to such amounts to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement.

  • Parent shall not settle or otherwise compromise any inquiry, claim, assessment, audit or similar event with respect to Taxes to be included in the Closing Tax Liability without the Shareholder Representative's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed.

  • The Closing Indebtedness and Closing Tax Liability of the Company as of the Closing as set forth on the certificate to be delivered by the Company and the Seller under Section 2.1(r)(ii) is accurate and complete and properly taken into account in connection with the calculation of the Closing Purchase Price.

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  • The Closing Balance Sheet and the determination of the Closing Indebtedness, the Closing Tax Liability, the Closing Net Worth and the Closing Net Current Assets and the resulting Purchase Price calculated with reference thereto shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which final resolution shall be requested by the parties to be delivered not more than 45 days following submission of such disputed matters).

  • The Closing Balance Sheet shall include all known adjustments required in a year-end closing of the books and shall be prepared in accordance with GAAP and shall set forth the Closing Indebtedness, the Closing Tax Liability, the Closing Net Worth and the Closing Net Current Assets and the resulting Purchase Price calculated with reference thereto on a combined and consolidated basis.

  • For the avoidance of doubt, the estimated Closing Tax Liability shall be determined separately, and from time to time, for purposes of determining the Tax Reserve and the Consideration Adjustment Amount, and for purposes of Section 8.2(d).


More Definitions of Closing Tax Liability

Closing Tax Liability means the aggregate Tax liability of the Company for both federal income Taxes and state income Taxes, as shown on all Tax Returns prepared and filed pursuant to Section 5C of this Agreement. If the Company must file a federal or state income Tax Return that includes but does not end on the Closing Date (a "Straddle Return"), then Closing Tax Liability shall include only the portion of the Tax shown on that Straddle Return allocable to the period ending on the Closing Date pursuant to Section 5C.
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Related to Closing Tax Liability

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

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

  • 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 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.

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

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

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

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Tax Liabilities means all liabilities for Taxes.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • State premium tax liability means any liability

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

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

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).

  • Income Tax Returns means all Tax Returns relating to Income Taxes.

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

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

  • Seller Taxes has the meaning set forth in Section 11.1(f).