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.

• Seller shall be credited with 1997 percentage rents in the amount of the excess, if any, of (i) the Pre-Closing Portion reduced by (ii) percentage rent payments actually received by Seller for Fiscal Year 1997 prior to the Closing Date.

• The resulting percentage rental obligation for Fiscal Year 1997 shall then be apportioned equally to each day during Fiscal Year 1997, with the amount accruing prior to the Closing Date being referred to as the "Pre-Closing Portion".

• Sellers shall be responsible for all Taxes (other than Taxes imposed on the Company) that are due or become due with respect to the assets and properties of the Company for any Pre-Closing Period or Pre-Closing Portion.

• In the case of property Taxes and similar Taxes which are levied on a per diem basis, the amount of Taxes allocable to the Pre-Closing Portion of such Straddle Period shall equal the Taxes for the Straddle Period multiplied by a fraction, the numerator of which shall be the number of days in the Straddle Period up to and including the Closing Date, and the denominator of which shall be the total number of days in the Straddle Period.

• URL http://www.google.com/glass/start/how-it-looks/.[4] “STAR 1200XLD”, 2014.

• 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.

• However, due to the transformation of the GOJ-3 DPL into a single-tranche operation, these triggers could not be retained in the proposed operation.

• With respect to income Tax Liability for a Straddle Tax Period, such Taxes will be allocated between 4846-4639-0869 Exhibit 2.1 Execution Version the Pre-Closing Portion and the Post-Closing Portion based on an interim closing of the books of the Business as of the close of business on the Closing Date.

• In the event Buyer and Seller are unable to resolve such dispute, Buyer shall determine the final form of such Return without prejudice to Seller's right to dispute the amount of the Pre-Closing Portion of such Tax, and Buyer and Seller shall select an independent public accounting firm to determine such amount, and agree that the decision of such firm shall be binding and conclusive on both Buyer and Seller.

More Definitions of Pre-Closing Portion

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

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). “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 has the meaning set forth in Section 6.04(e).

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

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.