Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Closing Date Payment has the meaning set forth in Section 2.04(a)(i).
Non-Income Taxes means any Taxes other than Income Taxes.
Closing Date Cash has the meaning specified in Section 3.4(a).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after 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.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
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).
Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.
Closing Cash Amount has the meaning set forth in Section 2.2.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).
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.
Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.
Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Closing Date Term Loan has the meaning specified in Section 2.01(a).
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).