Calculation of Pre-Tax Earnings Amount Sample Clauses

Calculation of Pre-Tax Earnings Amount. The THK Accountant shall calculate the Pre-Tax Earnings Amount using GAAP consistently applied for each period. When calculating the Pre-Tax Earnings Amount, any expenses for taxes and amortization of goodwill and other assets arising from the consummation of the transactions contemplated by this Agreement shall not be included. Any payments made from the Bonus Pool created pursuant to Section 6.6 shall not be included when calculating the Pre-Tax Earnings Amount. Further, unless THK and the Shareholders mutually agree, no charge against the earnings of iLead Surviving Company or THK LLC shall be allowed for any expenses of THK in the nature of overhead, management fee or otherwise, when calculating the Pre-Tax Earnings Amount, other than (i) expenses incurred by THK but allocated and charged to iLead Surviving Company or THK LLC and directly related to preparing the financial statements of iLead Surviving Company or THK LLC and its Subsidiaries or to determining or certifying the Pre-Tax Earnings Amount and (ii) expenses or other charges incurred by THK and arising from or related to any claim asserted by or against iLead Surviving Company or THK LLC.
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Related to Calculation of Pre-Tax Earnings Amount

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Adjustments to Required Subordinated Percentages and Amount (a) On any date, the Issuer may, at the direction of the Beneficiary, change the Required Subordinated Percentage of Class B Notes, the Required Subordinated Percentage of Class C Notes or the Required Subordinated Percentage of Class D Notes, in each case for the Class A(2015-1) Notes, without the consent of any Noteholders; provided that the Issuer has received written confirmation from each applicable Note Rating Agency that the change in such percentage will not result in a Ratings Effect for any Tranche of Outstanding DiscoverSeries Notes.

  • Adjustment for Tax Purposes The Company shall be entitled to make such reductions in the Conversion Price, in addition to those required by Section 4.6, as it in its discretion shall determine to be advisable in order that any stock dividends, subdivisions of shares, distributions of rights to purchase stock or securities or distributions of securities convertible into or exchangeable for stock hereafter made by the Company to its stockholders shall not be taxable.

  • Allocation of Taxable Income If any Fund delivers to its Auction Agent a notice in the form of Exhibit I to the Auction Agency Agreement designating all or a portion of any dividend on shares of any series of MuniPreferred of such Fund to consist of net capital gains or other income taxable for Federal income tax purposes, and BD is a Broker-Dealer for such series, such Auction Agent shall deliver such notice to BD on the Business Day following its receipt of such notice from such Fund. On or prior to the Auction Date referred to in such notice, BD will contact each of its customers that is a Beneficial Owner of shares of such series of MuniPreferred or a Potential Beneficial Owner of shares of such series of MuniPreferred interested in submitting an Order in the Auction to be held on such Auction Date, and BD will notify such Beneficial Owners and Potential Beneficial Owners of the contents of such notice. BD will be deemed to have notified such Beneficial Owners and Potential Beneficial Owners if, for each of them, (i) BD makes a reasonable effort to contact such Beneficial Owner or Potential Beneficial Owner by telephone, and (ii) upon failing to contact such Beneficial Owner or Potential Beneficial Owner by telephone BD mails written notification to such Beneficial Owner or Potential Beneficial Owner at the mailing address indicated in the account records of BD. The Auction Agent for any series of MuniPreferred shall be required to notify BD if it is a Broker-Dealer for such series within two Business Days after each Auction of such series that involves an allocation of income taxable for Federal income tax purposes as to the dollar amount per share of such taxable income and income exempt from Federal income taxation included in the related dividend.

  • Apportionment of Earnings and Profits and Tax Attributes (a) Tax Attributes arising in a Pre-Distribution Period will be allocated to (and the benefits and burdens of such Tax Attributes will inure to) the members of the Parent Group and the members of the SpinCo Group in accordance with the Code, Treasury regulations and any other Applicable Tax Law, and, in the absence of controlling legal authority or unless otherwise provided under this Agreement, Tax Attributes shall be allocated to the legal entity that created such Tax Attributes.

  • Determination of Realized Tax Benefit Section 2.1. Basis Adjustments and Section 704(c) Allocations; The LLC 754 Election.

  • Adjustments to Tax Basis In the event of adjustment to the adjusted tax basis of Partnership property under Code Sections 732, 734 or 743, the capital accounts of the Partners shall be adjusted to the extent provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m).

  • Increased Costs Break Funding Payments Taxes Illegality Section 5.01 Increased Costs 39 Section 5.02 Break Funding Payments 40 Section 5.03 Taxes 40 Section 5.04 Mitigation Obligations; Replacement of Lenders 43 Section 5.05 Illegality 44

  • Determination of Gross-Up Payment Subject to sub-paragraph (c) below, all determinations required to be made under this Section 6, including whether a Gross-Up Payment is required and the amount of the Gross-Up Payment, shall be made by the firm of independent public accountants selected by the Company to audit its financial statements for the year immediately preceding the Change in Control (the "Accounting Firm") which shall provide detailed supporting calculations to the Company and the Executive within 30 days after the date of the Executive's termination of employment. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Executive may appoint another nationally recognized accounting firm to make the determinations required under this Section 6 (which accounting firm shall then be referred to as the "Accounting Firm"). All fees and expenses of the Accounting Firm in connection with the work it performs pursuant to this Section 6 shall be promptly paid by the Company. Any Gross-Up Payment shall be paid by the Company to the Executive within 5 days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"). In the event that the Company exhausts its remedies pursuant to sub-paragraph (c) below, and the Executive is thereafter required to make a payment of Excise Tax, the Accounting Firm shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be paid by the Company to the Executive within 5 days after such determination. Amended and Restated Change in Control Agreement

  • Adjustments for Tax Purposes Any payments made pursuant to Section 2.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

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