CME Group Pre-Closing Taxes definition

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.
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Related to CME Group Pre-Closing Taxes

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

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

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

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end 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.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

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

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • 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.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

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

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Second Closing Date has the meaning set forth in Section 1.3.

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

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Merger Closing shall have the meaning set forth in Section 2.2.

  • Third Closing Date has the meaning set forth in Section 2.2(c).

  • Second Closing has the meaning set forth in Section 2.2.

  • Outside Closing Date means the date which is 365 days after the earlier of the Firm Closing Date; or Second Tentative Closing Date; or such other date as may be mutually agreed upon in accordance with section 4. “Property” or “home” means the home including lands being acquired by the Purchaser from the Vendor. “Purchaser’s Termination Period” means the 30-day period during which the Purchaser may terminate the Purchase Agreement for delay, in accordance with paragraph 10(b).

  • First Closing has the meaning set forth in Section 2.1(a).