Interim Period Taxes definition

Interim Period Taxes means for the Interim Period or the Offset Period, if any, an amount of assumed taxes equal to ten percent (10%) of the Taxable Income of the Acquired Companies during such period.
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Interim Period Taxes means all Taxes (including, for the avoidance of doubt, Taxes of the Vendor) attributable to the BRP Business Segment for Pre-Closing Periods to the extent such Taxes are apportioned to the Interim Period except that (i) for the part of the BRP Business Segment carried on directly by the Vendor, “Interim Period Taxes” shall mean the amount of Taxes that the Vendor would have been liable to pay on its net income for income tax purposes for the period from and after the close of business on July 31, 2003 and ending immediately prior to the acquisition of control of Canco by Purchaser as contemplated herein, such net income to be computed as if such part of the BRP Business Segment had been the Vendor’s sole business and without taking into account any of the Vendor’s Tax Attributes (other than deductions claimed by the Vendor in the Ordinary Course having regard to the provisions of Section 6.6.4, that are specifically attributable to the Interim Period), and (ii) for BMCA, “Interim Period Taxes” shall mean the amount of Taxes that BMCA would have been liable to pay on its net income for income tax purposes for the period from and after the close of business on July 31, 2003 and ending at the end of the Closing Date, such net income to be computed without taking into account any of the Tax Attributes of Affiliates of the Vendor (including, for greater certainty, BMCA) other than deductions claimed by BMCA in the Ordinary Course having regard to the provisions of Section 6.6.4, that are specifically attributable to the Interim Period. In all cases, Interim Period Taxes shall exclude any Taxes that are not directly attributable to Ordinary Course events (and, for the avoidance of doubt, shall exclude Taxes resulting from the Reorganization, the Closing, or the Debt Settlement, and shall exclude Taxes that are the Vendor’s responsibility pursuant to Section 2.8.3, and shall exclude the recognition of any deferred intercompany items of income or gain pursuant to Treasury Regulations under section 1502 of the Code as a result of BMCA’s departure from the BHUSA Group). For this purpose, Taxes for any period that includes all or part of the Interim Period shall be apportioned between the Interim Period (or portion thereof) and the portion of the period that is not the Interim Period on the basis of an interim closing of the books on the Balance Sheet Date, except that real and personal property Taxes imposed on a periodic basis shall be allocated on a daily basis.
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Interim Period Taxes has the meaning set forth in Section 2.2(g)(v).
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Examples of Interim Period Taxes in a sentence

  • If Sellers' Representative objects to any Tax Return or any calculation of Interim Period Taxes provided by Buyer pursuant to the preceding sentence, it shall deliver a written notice to Buyer specifying in reasonable detail the nature of any objection not less than 10 days prior to the due date of such Tax Return.

  • Any refund of Interim Period Taxes shall be allocated to the Purchaser and if received by the Vendor or its Affiliates, the amount of such refund of Taxes shall be paid to the Purchaser as soon as reasonably practicable after receipt.


More Definitions of Interim Period Taxes

Interim Period Taxes means the Asset Taxes incurred by the Company (including the Branch) for the period from the Effective Time through the Closing (determined in accordance with Section 5.7) and paid by the Seller or by the Company prior to the Closing Date.
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Interim Period Taxes means an amount equal to the difference of (x) the aggregate amount of federal and state income Taxes for which the RCI Stockholders are liable with respect to the taxable income of RCI and DM for the portion of the 1996 taxable year ending on the Closing Date, minus (y) the aggregate amount of federal and state income Taxes for which the RCI Stockholders would have been liable with respect to the taxable income of RCI and DM for the portion of the 1996 taxable year ending on the Closing Date if RCI and DM had no taxable income for the portion of the 1996 taxable year ending on the Closing Date other than income arising as a direct result of the transactions contemplated by this Agreement.
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Interim Period Taxes means, with respect to any Straddle Period, Taxes attributable to the Interim Period, which shall be deemed to equal: (i) in the case of Taxes based upon or related to income or receipts, the amount that would be payable if the Straddle Period had ended on the Closing Date and the books of the DMS Entities were closed as of the close of business on such date; (ii) in the case of Taxes imposed on specific transactions or events, Taxes imposed on specific transactions or events occurring on or before the Closing Date; and (iii) in the case of Taxes imposed on a periodic basis, or in the case of any other Taxes not covered by clause (i) or clause (ii), the amount of such Taxes for the entire Straddle Period multiplied by a fraction (a) the numerator of which is the number of calendar days in the Interim Period and (b) the denominator of which is the number of calendar days in the entire Straddle Period.
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Interim Period Taxes has the meaning ascribed thereto in Section 6.6.
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Interim Period Taxes means the amount of Taxes that BMCA would have been liable to pay on its net income for income tax purposes for the period from and after the close of business on July 31, 2003 and ending at the end of the Closing Date, such net income to be computed without taking into account any of the Tax Attributes of Affiliates of the Vendor (including, for greater certainty, BMCA) other than deductions claimed by BMCA in the Ordinary Course having regard to the provisions of Section 6.6.4, that are specifically attributable to the Interim Period. In all cases, Interim Period Taxes shall exclude any Taxes that are not directly attributable to Ordinary Course events (and, for the avoidance of doubt, shall exclude Taxes resulting from the Reorganization, the Closing, or the Debt Settlement, and shall exclude Taxes that are the Vendor’s responsibility pursuant to Section 2.8.3, and shall exclude the recognition of any deferred intercompany items of income or gain pursuant to Treasury Regulations under section 1502 of the Code as a result of BMCA’s departure from the BHUSA Group). For this purpose, Taxes for any period that includes all or part of the Interim Period shall be apportioned between the Interim Period (or portion thereof) and the portion of the period that is not the Interim Period on the basis of an interim closing of the books on the Balance Sheet Date, except that real and personal property Taxes imposed on a periodic basis shall be allocated on a daily basis.
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Interim Period Taxes means, with respect to any Straddle Period, Taxes attributable to the Interim Period which shall be deemed to equal: (a) in the case of Taxes that are based upon or related to income or receipts, the amount that would be payable if the Straddle Period had ended on the Closing Date and the books of the Company and each of its Subsidiaries were closed as of the close of such date; (b) in the case of Taxes imposed on specific transactions or events, Taxes imposed on specific transactions or events occurring on or before the Closing Date; and (c) in the case of Taxes imposed on a periodic basis, or in the case of any other Taxes not covered by clause (a) or clause (b), the amount of such Taxes for the entire Straddle Period multiplied by a fraction (i) the numerator of which is the number of calendar days in the Interim Period and (ii) the denominator of which is the number of calendar days in the entire Straddle Period.
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Related to Interim Period Taxes

  • Interim Period has the meaning specified in Section 6.1.

  • Base Taxes means the Taxes payable for the Base Tax Year.

  • Consolidated Taxes means, with respect to any Person for any period, the provision for taxes based on income, profits or capital, including, without limitation, state, franchise, property and similar taxes, foreign withholding taxes (including penalties and interest related to such taxes or arising from tax examinations) and any Tax Distributions taken into account in calculating Consolidated Net Income.

  • Consolidated Tax Expense means, for any period, the tax expense of Borrower and its Subsidiaries, for such period, determined on a consolidated basis in accordance with GAAP.

  • Estimated taxes means the amount that the taxpayer reasonably estimates to be the taxpayer's tax liability for a municipal corporation's income tax for the current taxable year.

  • Quarterly Period means each period of three (3) consecutive months ending on March 31, June 30, September 30, and December 31.

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

  • Consolidated Cash Taxes means for any period for Consolidated Parties on a consolidated basis, the aggregate of all taxes, as determined in accordance with GAAP, to the extent the same are paid in cash during such period.

  • Earnout Period has the meaning set forth in Section 2.5(a)(iii).

  • Net Interest Expense means, for any period, the total of (a) Interest Expense for such period minus (b) Interest Expense to Affiliates for such period to the extent included in the amount referred to in clause (a) and related to (i) interest payments on debt obligations that are subordinated to the obligations of the Borrower under this Agreement, (ii) interest on Nonrecourse Indebtedness or (iii) Transitional Funding Instrument Interest.

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

  • Consolidated Depreciation and Amortization Charges means, for any period, the aggregate of all depreciation and amortization charges for fixed assets, leasehold improvements and general intangibles (specifically including goodwill) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

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

  • Tax Expense means, for any period, the tax expense (including federal, state, provincial, local, foreign, franchise, excise and foreign withholding taxes) of the Loan Parties and their Subsidiaries, including any penalties and interest relating to any tax examinations for such period, determined on a consolidated basis in accordance with GAAP.

  • Excess Cash Flow Interim Period means, (x) during any Excess Cash Flow Period, any one, two, or three-quarter period (a) commencing on the later of (i) the end of the immediately preceding Excess Cash Flow Period and (ii) if applicable, the end of any prior Excess Cash Flow Interim Period occurring during the same Excess Cash Flow Period and (b) ending on the last day of the most recently ended fiscal quarter (other than the last day of the fiscal year) during such Excess Cash Flow Period for which financial statements are available and (y) during the period from the Closing Date until the beginning of the first Excess Cash Flow Period, any period commencing on the Closing Date and ending on the last day of the most recently ended fiscal quarter for which financial statements are available.

  • 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.

  • Cash Flow from Operations means net cash funds provided from operations, exclusive of Cash from Sales or Refinancing, of the Company or investment of any Company funds, without deduction for depreciation, but after deducting cash funds used to pay or establish a reserve for expenses, debt payments, capital improvements, and replacements and for such other items as the Board of Directors reasonably determines to be necessary or appropriate and subject to Loan Conditions.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Interim Payment has the meaning specified in Section 10.1.

  • Operating Period means the period commencing from the Commercial Operation Date, until the last day of the Term of this Agreement or date of earlier termination of this Agreement in accordance with Article 2 of this Agreement;

  • Current Fiscal Year means the fiscal year for which a particular calculation is made.

  • Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;