Company Pre-Closing Tax Attributes definition

Company Pre-Closing Tax Attributes means, in each case for applicable Tax purposes, (i) the remaining amortizable intangible adjusted asset tax basis created by the acquisition of Xxxxxx Nutritionals, Inc. by Xxxxxx Nutritionals Holdings II, Inc. (f/k/a Lean Holdings II, Inc.) on October 29, 2003, (ii) the net operating losses of the Company available to be carried forward as of the Merger Closing Date, and (iii) without duplication, the Transaction Tax Deductions, provided, that the aggregate amounts of the items described in clauses (i)-(iii) of this definition, plus any items treated as Company Pre-Closing Tax Attributes pursuant to Section 3.03 shall not exceed $100 million, and provided, further, that Company Pre-Closing Tax Attributes shall not include any Excess AMT Credits. For the avoidance of doubt, each of the amounts described in clauses (i)-(iii) of this definition shall be determined based on a deemed closing of the books at the end of the Merger Closing Date and any dispute with respect to the determination of the amount of such Company Pre-Closing Tax Attributes shall be resolved by the Expert pursuant to the Reconciliation Procedures.
Sample 1

Examples of Company Pre-Closing Tax Attributes in a sentence

  • PubCo, on the one hand, and the Stockholders’ Representative (on behalf of the Sellers), on the other hand, acknowledge that, as a result of the Company Merger, the Tax Group may realize certain tax benefits from the use of the Company Pre-Closing Tax Attributes and Excess AMT Credits.

  • If the amount of any Tax Benefit Payments is reduced on account of any Pre-Closing Taxes borne directly or indirectly by PubCo, any deductions or credits available to the Tax Group attributable to such Pre-Closing Taxes shall be treated as Company Pre-Closing Tax Attributes (subject to the limitation described in the definition of Pre-Closing Taxes).

  • Within ninety (90) days after the filing of the U.S. federal income tax return of the Tax Group for the first Post-Closing Taxable Year, PubCo shall provide to the Stockholders’ Representative a schedule showing, in reasonable detail, its calculation of the Company Pre-Closing Tax Attributes and Excess AMT Credits (the “Tax Attributes Schedule”).

Related to Company Pre-Closing Tax Attributes

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

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

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

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

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

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

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

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

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • 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.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes the Closing Date.

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

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

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

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