Company Post-Closing Tax Payments means any and all Taxes of the Amtrol Companies attributable to a Pre-Closing Tax Period, which Taxes are paid after the Closing Date.
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.
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
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 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.
Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.
Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Tax Payment Date means, with respect to any applicable Taxes, the date occurring 30 days prior to the date the same are due and payable.
Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.
Closing Payment has the meaning set forth in Section 2.2(a).
Closing Fees means those fees required to be paid on the Closing Date pursuant to the Fee Letter.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).
Estimated Transaction Expenses has the meaning set forth in Section 2.3(a).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.