Initial Option Tax Escrow Sum means the sum of US$633,423;
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.
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.
Adjustment Escrow Funds means the amounts held in the Adjustment Escrow Account, including any dividends, interest, distributions and other income received in respect thereof, less any losses on investments thereof, less distributions thereof in accordance with this Agreement and the Escrow Agreement.
Closing Payment has the meaning set forth in Section 2.2(a).
Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).
Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.
Transaction Taxes has the meaning set forth in Section 2.6.
Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.
Earnout Payment has the meaning set forth in Section 2.3(b).
Purchase Price Adjustment Escrow Amount means $3,000,000.
Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.
Earn-Out Payment has the meaning set forth in Section 2.5(a).
Property tax increment means the amount obtained by:
Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).
Adjustment Escrow Amount means $1,000,000.
Closing Payment Amount shall have the meaning set forth in Section 3.1(a).
Indemnity Escrow Amount means $3,000,000.
Earn-Out Consideration is defined in Section 2.5(c).
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.