Deferred Closing Taxes means any Taxes incurred with respect to any Deferred Closing (other than, for the avoidance of doubt, Deferred Closing Period Taxes).

Deferred Closing Taxes means any Taxes incurred with respect to any Deferred Closing (other than, for the avoidance of doubt, Deferred Closing Period Taxes). “Emerson Contributed Subsidiary Carried Item” means any Tax Attribute of an Emerson Contributed Subsidiary, or any Tax Return required to be filed by or with respect to a Deferred Business, in each case that may or must be carried from one Taxable period to another prior Taxable period, or carried from one Taxable period to another subsequent Taxable period, under the Code or other Applicable Law. “Emerson Contributed Subsidiary Non-Emerson Group Tax Return” means any Tax Return required to be filed by an Emerson Contributed Subsidiary that is not a Combined Tax Return with any member of the Emerson Group. “Emerson Disqualifying Action” means (a) any action (or the failure to take any action) within its control by any member of the Emerson Group (including entering into any agreement, understanding or arrangement or any negotiations with respect to any transaction or series of transactions), (b) any event (or series of events) involving the capital stock of Emerson or any assets of any member of the Emerson Group or (c) any breach by any member of the Emerson Group of any representation, warranty or covenant made by it in this Agreement, that, in each case, would negatively affect clause (v) of the Intended Tax Treatment; provided, however, that the term “Emerson Disqualifying Action” shall not include any action expressly described in or contemplated by any Transaction Document or that is undertaken pursuant to the Pre-Closing Restructuring, the Deferred Closings, the Emerson Contributions or the Merger Exchange. “Emerson Group” shall mean Emerson and each of its direct and indirect Subsidiaries immediately after the Closing, including any predecessors or successors thereto, other than those entities comprising the Newco Group; provided, that prior to any Deferred Closing (and not thereafter), the Emerson Group shall include the applicable Deferred Business. For the avoidance of doubt, any reference herein to the “members” of the Emerson Group shall include Xxxxxxx. “Equity Interests” means any stock or other securities treated as equity for Tax purposes, options, warrants, rights, convertible debt, or any other instrument or security that affords any Person the right, whether conditional or otherwise, to acquire stock or to be paid an amount determined by reference to the value of stock. “Final Determination” means (i) wi...

Examples of Deferred Closing Taxes in a sentence

Xxxxxxx shall have the right to control any Tax Proceeding relating to Pre-Closing Restructuring Taxes and Deferred Closing Taxes; provided, that Xxxxxxx shall keep Newco fully informed of all material developments and, other than with respect to any Tax Proceeding relating to any Pre-Closing Xxxxxxx Combined Return (which shall be governed by Section 14(b)), shall permit Newco, at its own cost and expense, a reasonable opportunity to participate in the defense of the matter.
If the Taxes shown as allocable to the Pre-Closing Tax Period or Seller Deferred Closing Taxes on a Pre-Closing Buyer Prepared Tax Return are less than the amount included as a liability in calculating Closing Date Net Working Capital or included in Closing Date Indebtedness, Buyer shall refund such excess to Seller at least five (5) Business days before payment of such Taxes is due to the Tax Authority.
Newco shall have the right to control all matters relating to any Tax Proceeding relating to any Xxxxxxx Contributed Subsidiary Non-Xxxxxxx Group Tax Return and any Tax attributable to any Xxxxxxx Contributed Subsidiary or Deferred Business that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring Taxes or Deferred Closing Taxes.
Newco shall have the right to control all matters relating to any Tax Proceeding relating to any Emerson Contributed Subsidiary Non-Xxxxxxx Group Tax Return and any Tax attributable to any Emerson Contributed Subsidiary or Deferred Business that is not required to be reported on a Tax Return, other than any Tax Proceeding relating to Pre-Closing Restructuring Taxes or Deferred Closing Taxes.
Emerson shall have the right to control any Tax Proceeding relating to Pre-Closing Restructuring Taxes and Deferred Closing Taxes; provided, that Emerson shall keep Newco fully informed of all material developments and, other than with respect to any Tax Proceeding relating to any Pre-Closing Emerson Combined Return (which shall be governed by Section 14(b)), shall permit Newco, at its own cost and expense, a reasonable opportunity to participate in the defense of the matter.

Related to Deferred Closing Taxes

Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.
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 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.
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).
Closing Transactions has the meaning set forth in Section 11.8(a) of these Bylaws.
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Pre-Closing Restructuring has the meaning specified in Section 6.14(a).
Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.
Assumed Final Distribution Date The Distribution Date occurring in November 2035.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Merger Closing Date the Closing Date (as defined in the Merger Agreement).
Second Closing Date means the date of the Second Closing.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Acquisition Closing Date means the “Closing Date” as defined in the Acquisition Agreement.
Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.
Delayed Closing Date means the date, set in accordance with section 3, on which the Vendor agrees to Close, in the event the Vendor cannot Close on the Firm Closing Date.
Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.
Third Closing Date has the meaning set forth in Section 2.2(c).
Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.
Subsequent Closing has the meaning set forth in Section 3.2.

Deferred Closing Taxes definition

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