PRE-TAX PROFITS Sample Clauses

PRE-TAX PROFITS. For purposes of this Agreement, "PRE-TAX PROFITS" shall be the pre-tax profits as determined from the Manufacturer's annual financial statement for the Dealership Business, subject to the following special rules: (a) no deduction shall be taken for federal and state income taxes owed by the Dealership Business; (b) Pre-Tax Profits shall be determined before any management fee expense allocation from the Buyer; (c) overhead expenses which are allocated to the Dealership Business but do not directly relate to the operation of the Dealership Business shall not be deducted in determining Pre- Tax Profits; (d) no deduction shall be taken for goodwill amortization of the Dealership Business; (e) no deduction shall be taken for any interest expense of the Dealership Business other than floor plan financing interest attributable to the Dealership Business and other interest expense directly attributable to the operation of the Dealership Business; and (f) Pre-Tax Profits shall be determined before calculation of Rod Maupin's monthly special bonus pursuant to his employment agreexxxx xxxx xxe Buyer, but after calculation of bonuses for all other employees of the Dealership Business.
Sample 1
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PRE-TAX PROFITS. The term Pre-Tax Profits shall mean, for the financial year in question, the audited consolidated profits or net income of the Buyer and its consolidated Subsidiaries (including the Company) before payment or accrual of any Taxes on such profits or net income; provided, however, that in calculating such Pre-Tax Profits, the following accounting principles shall be applicable: (a) the Buyer and its consolidated Subsidiaries (including the Company) shall be charged with an allocated percentage amount of the actual corporate overhead expenses of the Parent related to its executive officers and other administrative personnel, office, legal, accounting and other expenses associated with being a publicly traded company (such actual corporate overhead expenses estimated to be less than $1.0 million for the financial year ending December 31, 2009); which allocated percentage amount to be charged to the Buyer and its consolidated Subsidiaries shall be based upon the amount by which the consolidated selling, general and administrative expenses of the Buyer and its consolidated Subsidiaries (including the Company) for the financial year in question bears to the aggregate consolidated selling, general and administrative expenses the Parent and all of its consolidated Subsidiaries, including, without limitation, the Buyer and its consolidated Subsidiaries (including the Company) in such financial year; provided, however, that the allocated charge to be borne by the Buyer and its consolidated Subsidiaries (including the Company) in any financial year applicable to salaries and other compensation of executive officers of the Parent shall not exceed USD Two Hundred and Fifty Thousand Dollars (USD $250,000); (b) to the extent that the Parent provides additional funds to the Buyer and its consolidated Subsidiaries (including the Company), in excess of the USD Three Million Dollars ($3,000,000) contemplated by this Agreement, such additional funds shall be treated as an intercompany loan by the Parent to Buyer and its consolidated Subsidiaries (including the Company), which intercompany loan shall bear interest (to be deducted as an expense in calculating Pre-Tax Profits in any financial year in question, at an annual rate equal to the greater of 8% per annum or the actual annual cost of any funds borrowed by the Parent that are provided by the Parent to the Buyer or its consolidated Subsidiaries (including the Company); (c) any royalty payments made directly to Krafcsik and...
Sample 1
PRE-TAX PROFITS. 4.1 For the purpose of determining the Pre-Tax Profits the Buyer shall cause the Company to prepare and deliver to each party and the Auditors, as soon as practicable following the end of the period to which the relevant Earn-Out Accounts relate, but in any event within 60 days after such date, draft Earn-Out Accounts. The Earn-Out Accounts shall be prepared in accordance with Schedule 5 and the Companies Acts 1985 to 1989 (as amended). 4.2 Immediately following preparation of the relevant draft Earn-Out Accounts by the Company, the Buyer shall instruct the Auditors to review the same and to determine the Pre-Tax Profits for the relevant period as soon as possible and in any event not later than 90 days after the end of the period to which the relevant Earn-Out Accounts relate.
Sample 1

Related to PRE-TAX PROFITS

  • Income Tax Liability Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

  • Income Tax Allocations (a) Except as provided in this Section 9.4, each item of income, gain, loss and deduction of the Company for federal income tax purposes shall be allocated among the Members in the same manner as such items are allocated for book purposes under Sections 9.1, 9.2, 9.3 and 13.4(b). (b) In accordance with Code Section 704(c) and the applicable Treasury Regulations thereunder, income, gain, loss and deduction with respect to any property contributed to the Company shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Gross Asset Value at the time of its contribution to the Company. If the Gross Asset Value of any Company property is adjusted in accordance with clause (c) or (d) of the definition of Gross Asset Value, then subsequent allocations of income, gain, loss and deduction shall take into account any variation between the adjusted basis of such property for federal income tax purposes and its Gross Asset Value as provided in Code Section 704(c) and the related Treasury Regulations. For purposes of such allocations, the Company shall elect the remedial allocation method described in Treasury Regulation Section 1.704-3(d). (c) All items of income, gain, loss, deduction and credit allocated to the Members in accordance with the provisions hereof and basis allocations recognized by the Company for federal income tax purposes shall be determined without regard to any election under Section 754 of the Code which may be made by the Company. (d) If any deductions for depreciation or cost recovery are recaptured as ordinary income upon the Transfer of Company properties, the ordinary income character of the gain from such Transfer shall be allocated among the Members in the same ratio as the deductions giving rise to such ordinary character were allocated.

  • Income Taxes The authority citation for part 1 continues to read in part as follows: Authority: 26 U.S.C. 7805 * * * EXHIBIT G-2 FORM OF TRANSFEROR CERTIFICATE __________ , 20__ Residential Funding Mortgage Securities I, Inc. 8400 Normandale Xxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxxxx, Xxxxxxxxx 00000 [Xxxxxxx] Xxxention: Residential Funding Corporation Series _______ Re: Mortgage Pass-Through Certificates, Series ________, Class R[-__] Ladies and Gentlemen: This letter is delivered to you in connection with the transfer by _____________________ (the "Seller") to _____________________(the "Purchaser") of $______________ Initial Certificate Principal Balance of Mortgage Pass-Through Certificates, Series ________, Class R[-__] (the "Certificates"), pursuant to Section 5.02 of the Series Supplement, dated as of ________________, to the Standard Terms of Pooling and Servicing Agreement dated as of ________________ (together, the "Pooling and Servicing Agreement") among Residential Funding Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding Corporation, as master servicer, and __________, as trustee (the "Trustee"). All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement. The Seller hereby certifies, represents and warrants to, and covenants with, the Company and the Trustee that:

  • Tax Provision In connection with the Severance Benefits to be provided to you pursuant to this Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall be responsible for all applicable taxes with respect to such Severance Benefits under applicable law. You acknowledge that you are not relying upon advice or representation of the Company with respect to the tax treatment of any of the Severance Benefits.

  • Tax Benefit If, as the result of any Taxes paid or indemnified against by the Facility Lessee under this Section 9.2, the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a "Tax Benefit"), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Facility Lessee under paragraph (a) or (c) above and provided no Significant Lease Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Significant Lease Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Facility Lessee the lesser of (A) (y) the amount of such Tax Benefit, plus (z) an amount equal to any United States federal, state or local income tax benefit resulting to the Tax Indemnitee from the payment under clause (y) above and this clause (z) (determined using the same assumptions as set forth in the second sentence under the definition of After-Tax Basis) and (B) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however, that any excess of (A) over (B) shall be carried forward and reduce the Facility Lessee's obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.

  • Income Tax Return Information Each Company will provide to the other Company information and documents relating to their respective Groups required by the other Company to prepare Tax Returns. The Responsible Company shall determine a reasonable compliance schedule for such purpose in accordance with Distributing Co.'s past practices. Any additional information or documents the Responsible Company requires to prepare such Tax Returns will be provided in accordance with past practices, if any, or as the Responsible Company reasonably requests and in sufficient time for the Responsible Company to file such Tax Returns on a timely basis.

  • Annual Tax Information The Managers shall cause the Company to deliver to the Member all information necessary for the preparation of the Member’s federal income tax return.

  • Income Tax Returns Borrower has no knowledge of any pending assessments or adjustments of its income tax payable with respect to any year.

  • Tax Benefit Schedule Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

  • Federal Income Tax Allocations If the Certificates have more than one beneficial owner for United States federal income tax purposes, then for United States federal income tax purposes each item of income, gain, loss, credit and deduction for a month shall be allocated to the Certificateholders as of the first Record Date following the end of such month in proportion to their Percentage Interests on such Record Date. The Depositor (or the Administrator in accordance with the Administration Agreement and Section 5.3) is authorized, in its sole discretion, (i) to modify the allocations in this paragraph if necessary or appropriate for the allocations to fairly reflect the economic income, gain or loss to the Certificateholders or otherwise comply with the requirements of the Code and (ii) to determine whether or not to make any available tax elections such as an election under Sections 1278 or 754 of the Code.

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