Definition of CME Group Pre-Closing Taxes


CME Group Pre-Closing Taxes means (a) any Taxes of, imposed on, or with respect to, any CME Group Contributed Subsidiary for any Pre-Closing Tax Period, (b) any Taxes imposed on CGIS (or any of its direct or indirect holders) or CME Group (whether imposed by withholding or otherwise and whether calculated by reference to transfer price, net gain or otherwise), (c) any Taxes of any Person for which a CME Group Contributed Subsidiary may be liable under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax law) as a result of having been a member of a consolidated, combined or unitary group, or as a transferee or successor, by contract or other arrangement (including any Tax sharing, allocation, indemnity or similar agreement or arrangement) or otherwise or (d) any Taxes imposed on or payable with respect to the CME Group Index Business or the CME Group Contributed Assets for any Pre-Closing Tax Period (but not any Taxes reflected in the CME Group Net Working Capital Amount). For purposes of this Agreement, in the case of any Straddle Period, (i) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period and (ii) Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the Closing.