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.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
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 Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
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.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
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 Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(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.
Closing Payment has the meaning set forth in Section 2.2(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Seller Taxes has the meaning set forth in Section 11.1(f).
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.
Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Cash Amount has the meaning set forth in Section 2.2.
Assumed State and Local Tax Rate means the tax rate equal to the sum of the products of (x) the Corporation’s income tax apportionment factor for each state and local jurisdiction in which the Corporation files income or franchise tax returns for the relevant Taxable Year and (y) the highest corporate income and franchise tax rate in effect for such Taxable Year for each such state and local jurisdiction in which the Corporation files income tax returns for each relevant Taxable Year.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).