Code means the Internal Revenue Code of 1986, as amended.
Control (including the terms controlling and controlled), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly, of the power to direct or cause the direction of the affairs or management of such subject Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.
Effective Time means 11:59 pm on the Closing Date.
Formation Transactions has the meaning set forth in the recitals to this Agreement.
Governmental Authority means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.
Income Tax Return means any Tax Return on which Income Taxes are reflected or reported.
Income Taxes means any U.S. federal, state, local, or foreign taxes, assessments or similar charges, in whole or in part, based upon, measured by, or calculated with respect to net income or profits, gross income, net worth or gross receipts (including any capital gains Tax, but not including sales, use, real or personal property, transfer, payroll or similar Taxes), and any interest, penalties, or additional amounts related thereto.
Indemnified Taxes has the meaning set forth in Section 3.01 of this Agreement.
LLC Agreement means that certain Amended and Restated Limited Liability Company Agreement of BellRing LLC, dated as of the date hereof, as such agreement may be further amended, restated, supplemented, and/or otherwise modified from time to time.
Master Transaction Agreement has the meaning set forth in the recitals to this Agreement.
Parties has the meaning set forth in the preamble to this Agreement.
Person or person means a natural person, corporation, company, joint venture, individual business trust, trust association, partnership, limited partnership, limited liability company, association, unincorporated organization or other entity, including a Governmental Authority.
Post has the meaning set forth in the preamble to this Agreement.