Pre-Closing Portion definition

Pre-Closing Portion means, with respect to any Straddle Period, the portion of such Straddle Period that begins on the first day of such Straddle Period and ends on, and includes, the Closing Date.

Pre-Closing Portion has the meaning set forth in Section 7.8(c).

Pre-Closing Portion means the portion of any Straddle Period ending on the Closing Date.

Examples of Pre-Closing Portion in a sentence

• In determining the Taxes for a Straddle Period allocable to the Pre-Closing Portion, except as provided in the next sentence, the allocation shall be made on the basis of an interim closing of the books as of the end of the Closing Date.

• Refunds Attributable To A Pre-Closing Tax Period Or The Pre-Closing Portion Of A Straddle Period Are Held In Constructive Trust By The Debtors And Are Not Property Of The Debtors’ Estates.

• With respect to any Tax Return to be filed by any of the Acquired Companies for a Straddle Period, the Purchaser shall deliver, at least thirty (30) days prior to the due date for the filing of each such Tax Return (taking into account extensions), to Sellers’ Representative a statement setting forth the amount of the Pre-Closing Portion of such Taxes and a copy of each such Tax Return.

• The Tax Returns required to be prepared pursuant to Sections 9.1(a)(i) above (and in the case of returns covered by clause (B) of the last sentence of Section 9.1(a)(i), the calculation of the Pre-Closing Portion) shall be prepared in a manner consistent with applicable statutory guidelines.

• With respect to income Tax Returns relating to the Business for Straddle Tax Periods, Seller Representative will cause to be timely filed all Tax Returns with respect to income accrued during the Pre-Closing Portion.

More Definitions of Pre-Closing Portion

Pre-Closing Portion shall have the meaning set forth in Section 10.3.

Pre-Closing Portion has the meaning set forth in Section 5.10(d)(ii). “Premium” means $1,750,000,000. “Privacy Laws” means all applicable Laws relating to the privacy and data security of Personal Information, including with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of Personal Information. “Purchase” has the meaning set forth in the Recitals. “Purchase Price” means (a) the Closing TBV plus (b) the Premium minus (c) the Excess Capital Amount, if any. “Purchaser” has the meaning set forth in the Preamble. “Purchaser 401(k) Plan” has the meaning set forth in Section 5.10(g). “Purchaser Bank” means U.S. Bank National Association, a national banking association and a wholly owned Subsidiary of Purchaser. “Purchaser Capital Stock” has the meaning set forth in Section 4.2. “Purchaser Common Stock” has the meaning set forth in Section 4.2. “Purchaser Financial Statements” has the meaning set forth in Section 4.5(a). “Purchaser Indemnified Party” has the meaning set forth in Section 8.1(b).

Pre-Closing Portion means the portion of a Straddle Period ending at the close of business on the Closing Date.

Pre-Closing Portion has the meaning set forth in Section 5.10(d)(ii).

Pre-Closing Portion as defined in Section 6.2.1(a)(viii).

Pre-Closing Portion has the meaning set forth in Section 6.04(e).

Pre-Closing Portion means, with respect to any Straddle Period, (i) in the case of any Tax other than Taxes based upon or related to income, receipts, expenses, or other transactional matters (e.g., ad valorem property Taxes), a deemed amount equal to the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending as of the Closing Date and the denominator of which is the number of days in the entire Tax period, and (ii) in the case of any Tax based upon or related to income, receipts, expenses, or other transactional matters, a deemed amount equal to the amount which would be payable if the relevant Tax period ended as of the close of business on the Closing Date; provided, however, that in the case of clause (ii), (a) exemptions, allowances and deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be apportioned between the portion of the period ending as of the Closing Date and the portion of the period beginning after the Closing Date in proportion to the number of days in each such period, and (b) any franchise Tax paid or payable, in each case, shall be allocated to the period with respect to which the payment of such franchise Tax is measured or determined.