Purchaser acknowledges that the Tax Appeal Sellers have filed appeals or may in the future file appeals (each, an "Appeal") with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the "Property Taxes").
Seller has the meaning set forth in the Preamble.
Sellers has the meaning set forth in the Preamble.
Seller Parent has the meaning set forth in the Preamble.
Seller Parties has the meaning set forth in the preamble to this Agreement.
Buyer has the meaning set forth in the preamble.
Pre-Closing Statement has the meaning set forth in Section 2.4(a).
Closing Agent means the attorney, real estate firm, or closing company that is closing the cash sale qualifying purchase transaction and that prepares the cash sale settlement statement.
Sellers’ Representative has the meaning set forth in the Preamble.
Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.
Seller Entities means, collectively, Seller and all Seller Subsidiaries.
Pre-Closing Tax Returns is defined in Section 6.7(b)(iii).
Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.
Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.
Seller Representative means Xxxxx Bank.
Purchaser Parent has the meaning set forth in the preamble to this Agreement.
Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.
Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.
Post-Closing Statement has the meaning set forth in Section 3.3(c).
Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.
Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.
Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.
closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; or (iv) prepaid amount received on or prior to the Closing Date;
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Final Closing Statement has the meaning set forth in Section 2.4(a).
Seller Representatives has the meaning set forth in Section 5.8(a).
Seller’s Group means the Seller and any company which is, on or after the date of this Agreement, a subsidiary or holding company of the Seller or a subsidiary of a holding company of the Seller, and excludes, for the avoidance of doubt, any Group Company, and "Seller's Group Company" shall be construed accordingly.