Pending Tax Liability definition
Pending Tax Liability means any taxes, penalties and interest and any other related fees or costs that may become due and owing in connection with: (i) a tax audit of the Company’s German subsidiary Pearl Izumi GmbH commenced within three (3) years of Closing and related to pre-Closing periods, including but not limited to fees and costs incurred by the Company for professional services in connection with assessing and paying the taxes, penalties and interest associated with such an audit; or (ii) any breach of the representations made under Section 3.10(e).
Examples of Pending Tax Liability in a sentence
Seller’s obligation to pay the Pending Tax Liability and further obligations under the ABS Agreement, if any, regardless of whether any breach of a representation or warranty has occurred, will survive the Closing until fully resolved and paid to the applicable Governmental Authorities.