Seller is defined in the Recitals of this Agreement.
Senior Obligations is defined in Section 5.1 of this Agreement.
Shareholder means a holder of Shares.
Share Purchase is defined in the Recitals of this Agreement.
Share Purchase Agreement is defined in the Recitals of this Agreement.
Shares is defined in the Recitals of this Agreement.
Subsidiaries means, with respect to any Person, as of any date of determination, any other Person as to which such first Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting shares or other similar interests or the sole general partner interest or managing member or similar interest of such other Person.
Taxable Year means a taxable year of the Company as defined in Section 441(b) of the Code or comparable section of state, local or foreign tax law, as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is prepared), ending on or after the Purchase Date.
Tax Assets means (i) the Basis Adjustment and (ii) Imputed Interest.
Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.
Tax Benefit Schedule is defined in Section 2.3 of this Agreement.
Taxes means any and all United States federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or on an alternative basis and any interest related thereto.
Taxing Authority means any domestic, foreign, 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.
Tax Return means any return, declaration, report or similar statement 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 Taxes.
TRA Beneficiary is defined in the Preamble of this Agreement.
TRA Portion is defined in Section 2.1 of this Agreement.
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 period.