Post-Closing Tax Rate means the sum of (i) the Applicable Federal Rate and (ii) the product of (A) one minus the Applicable Federal Rate and (B) the Assumed State Rate.
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 Period means any Tax period ending on or before 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.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(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 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 Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
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 Date Term Loan has the meaning specified in Section 2.01(a).
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Effective tax rate means the rate that will produce last year’s total tax levy (adjusted) from this year’s total taxable values (adjusted). “Adjusted” means lost values are not included in the calculation of last year’s taxes and new values are not included in this year’s taxable values.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).
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.
Closing Date Indebtedness means the aggregate amount of all Indebtedness of the Company Group as of the time of Closing (other than any Indebtedness included in Holder Expenses).
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Final Closing Indebtedness has the meaning set forth in Section 3.3(b).
Second Closing Date has the meaning set forth in Section 1.3.
Agreement combined tax rate means the sum of the tax rates:
Put Closing Date shall have the meaning set forth in Section 2.3.8.
Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).