a corporation for purposes of the applicable Tax), immediately prior to the Closing Date or at the time of an Exchange, as applicable. A Reference Asset also includes any asset that is substituted basis property under Section 7701(a)(42) of the Code with respect to a Reference Asset.
Reorganization Transactions has the meaning set forth in the recitals of this Agreement.
Schedule means any of the following: (i) an Exchange Schedule, (ii) a Tax Benefit Schedule, (iii) an NOL Schedule, (iv) a Closing Date Basis Schedule, or (v) the Early Termination Schedule.
Senior Obligations has the meaning set forth in Section 5.1.
Subsidiaries means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.
Tax Benefit Payment has the meaning set forth in Section 3.1(b).
Tax Benefit Schedule has the meaning set forth in Section 2.3(a).
Tax Proceeding has the meaning set forth in Section 6.1.
Tax Return means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.
Taxable Year means a taxable year of the Corporation as defined in Section 441(b) of the Code or comparable section of state or local Tax law, as applicable (which, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the date hereof.
Taxes means any and all U.S. federal, state and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.
Taxing Authority means any federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.
TRA Holders means the parties set forth in Schedule A.
Treasury Regulations means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant Taxable Year.