Pre-Closing Shutdown Liability definition

Pre-Closing Shutdown Liability means all liabilities, costs and expenses of any nature outstanding at Closing or incurred after Closing (i) with respect to stores of the Company or its Subsidiaries that have been closed at any time prior to Closing, including but not limited to the cost to terminate or settle the leases for such stores and terminate all contracts with respect to such stores, all related legal, consulting and advisory fees, and all costs to relocate or dispose of the equipment and other assets located at such stores (net of any net proceeds of disposition of such equipment or assets that is received after Closing and any Tax benefit (without duplication of any 40% adjustment below in this definition), and (ii) relating to the termination of employment of Xxx Xxxxxxx, Xxxx Xxxxxx and Xxxxxx Xxxxxxxxx, including but not limited to the cost of severance, accrued vacation and related legal disputes, in the case of both (i) and (ii) where any such liabilities, costs or expenses are deductible for Tax purposes, the amount thereof shall be multiplied by 0.6. For the avoidance of doubt, such closed stores include the stores previously located in Woodridge, IL (BeautyFirst), Aurora, IL (BeautyFirst), Algonquin, IL (PureBeauty) and Las Vegas, NV (PureBeauty).
Sample 1

Related to Pre-Closing Shutdown Liability

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending 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.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • 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.

  • 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 Period means any taxable period ending on or before the Closing Date.

  • 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.

  • Plant closing means the closing of a plant site or other corporate location that directly results in termination of the Grantee’s Service.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Current closure cost estimate means the most recent of the estimates pre- pared in accordance with § 265.142 (a), (b), and (c).

  • Closing means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Market Seller Offer Cap means a maximum offer price applicable to certain Market Sellers under certain conditions, as determined in accordance with Tariff, Attachment DD. section 6 and Tariff, Attachment M-Appendix, section II.E.

  • Assumed Environmental Liabilities has the meaning specified in Section 7.4.

  • Applicable Closing Date Has the meaning specified in Section 5.01(b) of this Trust Supplement.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Permanent Closure means ceasing operation of all or any part of the facility with the intent that the animal holding area(s) and/or manure storage area(s) will no longer be used for that purpose.

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).