Pre-Closing S&U Taxes means sales and use Taxes with respect to the Company and the Company’s Subsidiaries with respect to taxable periods or portions thereof 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 Taxes means Taxes of the Company for any Pre-Closing Tax Period.
Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.
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.
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 Tax Return has the meaning set forth in Section 7.1(a).
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).
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 Period means any taxable period ending on or before the Closing Date.
Closing Stock Price means the Stock Price as of the last day of any Performance Measurement Period.
Seller Taxes has the meaning set forth in Section 11.1(f).
Closing Period means the period between the close of business on the date of this Agreement and the Closing.
Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.
Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.
Closing Payment has the meaning set forth in Section 2.2(a).
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Merger Consideration has the meaning set forth in Section 2.02
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Pre-Closing Reorganization has the meaning set forth in the Recitals.
Pre-Closing Periods means all Tax periods ending at or before the Closing Date and, with respect to any Tax period that includes but does not end at the Closing Date, the portion of such period that ends at and includes the Closing Date.
Closing Cash Amount has the meaning set forth in Section 2.2.
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).