Pre-Closing Income Tax Obligations means all federal or state income, franchise or similar taxes arising, occurring, relating or otherwise attributable to the period prior to the Closing.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Qualifying Income Gross income that is described in Section 856(c)(2) or 856(c)(3) of the Code.
Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.
Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.
Pre-Closing Tax Period means any Tax period ending on or before 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 Tax Returns has the meaning specified in Section 8.04(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.
Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.
Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Closing Cash Amount has the meaning set forth in Section 2.2.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Nonqualifying Income means any amount that is treated as gross income for purposes of Section 856 of the Code and which is not Qualifying Income.
Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal income taxes (including without limitation Texas franchise taxes) paid or due to be paid during such period.
Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.
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.
Net After Tax Amount means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.
Transaction Taxes has the meaning set forth in Section 2.6.
Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.
Non-Income Taxes means any Taxes other than Income Taxes.