property will, as of such date, exceed the amounts required to pay its debts as they become absolute and mature, as of such date, (b) such Person will have adequate capital to carry on its business and (c) such Person will be able to pay its debts as they become absolute and mature, in the ordinary course of business, taking into account the timing of and amounts of cash to be received by it and the timing of and amounts of cash to be payable on or in respect of its indebtedness.
Straddle Period means any Tax period that includes (but does not end on) the Closing Date.
Subsidiary or Subsidiaries means, with respect to any Person, any corporation, partnership, limited liability company, joint venture or other legal entity of any kind of which such Person (either alone or through or together with one or more of its other Subsidiaries) owns, directly or indirectly, more than 50% of the equity interests, the holders of which are (a) generally entitled to vote for the election of the board of managers or other governing body of such legal entity or (b) generally entitled to share in the profits or capital of such legal entity. For the avoidance of doubt, SHM South Fork JV, LLC shall be deemed to be a Subsidiary of the Company.
Target Net Working Capital means negative $29,850,207.
Tax or Taxes means (a) all Federal, state, county, local, municipal, foreign and other taxes, assessments, customs, duties or similar charges of any kind whatsoever, including all corporate, franchise, income, sales, use, ad valorem, property, receipts (including gross receipts), value added, profits, license, withholding, payroll, employment, excise, premium, property, customs, net worth, capital gains, transfer, stamp, documentary, social security, environmental, alternative minimum, occupation, recapture and other taxes, and (b) any deficiency, interest, penalty, fine and addition imposed with respect to such amounts.
Tax Protection Agreement means the tax protection agreement to be entered into at Closing by and among Parent, SCOLP, the Company and each Protected Member (as defined therein) in substantially the form attached hereto as Exhibit O.
Tax Returns means any return (including any information return), report, schedule, or other document, including any amendments, schedules, supplements, and exhibits thereto, filed with or submitted to, or required to be filed with or submitted to, any Governmental Entity in connection with the determination, assessment, collection, or payment of any Tax.
Title Company means Amrock, Inc., as agent for one or more nationally recognized title insurance companies.
Transaction Expenses means, without duplication, the aggregate amount, which remains unpaid as of the Reference Time, of: (a) all of the fees, expenses, disbursements and other similar amounts payable by any Acquired Company or Sailor Newco to bankers, attorneys, financial advisors, accountants, agents and other representatives and advisors engaged by or on behalf of any Acquired Company or Sailor Newco in connection with the negotiation, documentation and consummation of the Transactions; (b) any and all fees, expenses, costs, charges, payments and other obligations that are incurred by or on behalf of any Acquired Company or Sailor Newco in connection with the negotiation, documentation and consummation