Deloitte Tax Closing Certificate definition

Deloitte Tax Closing Certificate means a statement prepared by Deloitte that sets forth the calculation of the Seller Group’s estimated aggregate liabilities for federal, state and local income and franchise Taxes for the taxable period ending December 31, 2010, including, without limitation, liabilities arising from or attributable to the sale of the Purchased Interests and the Merger, which calculation shall include an estimate by Deloitte of the amount of any net operating loss carry forwards that are available for use by the Seller Group for federal, state, and local income and franchise Tax purposes with respect to such estimated income and franchise Tax liabilities.

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