Tax Benefit Adjustment Sample Clauses

Tax Benefit Adjustment. If, as a result of the ownership of common shares by Employee, Employee shall either lose personal income tax deductions, be required to report additional personal taxable income, or be required to pay additional taxes or charges, which deductions, income or taxes would not have been lost, reportable, or payable, as the case may be, had Employee not owned any common shares, Employer shall pay Employee a bonus on April 1 of each calendar year equal to all additional taxes or charges Employee is required to pay, attributable to the prior calendar year, which would not have been payable had Employee not owned common shares. THIS SECTION IS NOT INTENDED TO COMPENSATE EMPLOYEE FOR THE INCOME TAX CONSEQUENCES OF RECEIVING OR EXERCISING OPTIONS FOR OR ACQUIRING COMMON SHARES.
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Tax Benefit Adjustment. If, as a result of any acquisition of Growth Shares by Employee, Employee shall either lose personal income tax deductions, be required to report additional personal taxable income, or be required to pay additional taxes or charges, which deductions, income or taxes would not have been lost, reportable, or payable, as the case may be, had Employee not owned any Growth Shares, Employer shall pay Employee a bonus on April 1 of each calendar year equal to all additional taxes or charges Employee is required to pay, attributable to the prior calendar year, which would not have been payable had Employee not owned Growth Shares.
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Tax Benefit Adjustment. (i) No later than 15 Business Days after the Parent files or causes to be filed the U.S. federal, state and local income tax returns for itself, the Company and its Subsidiaries for the tax period ended February 28, 2007, the Parent shall prepare or cause to be prepared a calculation of the tax benefit derived by the Parent with respect to such tax period arising from tax deductions attributable to payments made in connection with the cancellation of the Company Options and the vesting of any restricted stock in the Merger (the “Compensation Deductions”), which tax benefits shall be determined in the manner provided in the immediately following sentence. The amount of such tax benefit shall equal the excess, if any, of (x) the U.S. federal, state and local income tax liability for the tax period beginning on the date immediately after the Closing Date and ending on February 28, 2007 of the Parent and its Subsidiaries calculated hypothetically assuming that no Compensation Deductions are claimed in such tax period and that there are no carryovers from prior tax periods to such tax period or carrybacks from future tax periods to such tax period of any losses, deductions or credits over (y) the U.S. federal, state and local income tax liability for the tax period ended February 28, 2007 of the Parent and its Subsidiaries calculated assuming that any Compensation Deductions available to be claimed in such tax period are claimed and hypothetically assuming that there are no carryovers from prior tax periods to such tax period or carrybacks from future tax periods to such tax period of any losses, deductions or credits (any such excess, the “Tax Benefit”). The Parent shall provide the Former Company Stockholders’ Agent access to its working papers and other information reasonably available supporting such calculation of the Tax Benefit. (ii) If the Tax Benefit is greater than zero, then the Merger Consideration shall be increased dollar-for-dollar by the amount of such difference and the Parent shall remit such difference to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders promptly upon determination of such Tax Benefit by the Parent in connection with preparation and filing of the federal income tax return for the tax period ended February 28, 2007 of the Parent and its Subsidiaries. If there is no Tax Benefit then the Merger Consideration shall not be adjusted pursuant to this Section 3.3(h). (iii) The Former Company St...
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Tax Benefit Adjustment. If, as a result of the ownership of common shares by Executive, Executive shall either lose personal income tax deductions, be required to report additional personal taxable income, or be required to pay additional taxes or charges, which deductions, income or taxes would not have been lost, reportable, or payable, as the case may be, had Executive not owned any common shares, Employer shall pay Executive a bonus on April 1 of each calendar year equal to all additional taxes or charges Executive is required to pay, attributable to the prior calendar year, which would not have been payable had Executive not owned common shares. THIS SECTION IS NOT INTENDED TO COMPENSATE EXECUTIVE FOR THE INCOME TAX CONSEQUENCES OF RECEIVING OR EXERCISING OPTIONS FOR OR ACQUIRING COMMON SHARES.
Sample 1
Tax Benefit Adjustment. (i) No later than 15 Business Days after both the Actual Net Working Capital and Actual Net Indebtedness are finally determined in accordance with Sections 3.3(f)(iv) and (g)(iv), respectively, the Former Company Stockholders’ Agent shall prepare or cause to be prepared a calculation of the tax benefit that may be received by Parent arising from tax deductions attributable to payments made in connection with the cancellation of the Company Options in the Merger (assuming for this purpose that the Company will have sufficient income to use the entire deduction and that the current tax rates remain in effect) (the “Closing Tax Benefit”). Parent shall provide the Former Company Stockholders’ Agent access to all financial and other information that it may reasonably request to calculate the Closing Tax Benefit. The Former Company Stockholders’ Agent shall provide Parent access to its working papers and other information reasonably available supporting such calculation of the Closing Tax Benefit. (ii) If the Closing Tax Benefit is more than the Estimated Tax Benefit, then the Merger Consideration shall be increased dollar-for-dollar by the amount of such difference and Parent shall remit such difference to the Former Company Stockholders’ Agent to be disbursed to the Former Company Stockholders. If the Closing Tax Benefit is less than the Estimated Tax Benefit then the Merger Consideration shall be decreased dollar-for-dollar by the amount of such difference and such amount shall be satisfied by payment to Parent from the Former Company Stockholders, on a several (but not joint) basis. (iii) Following the Closing, Parent shall cause the Company or the common parent of any affiliated group of which the Company may be a member to use its commercially reasonable efforts to fully realize the entire amount of the Closing Tax Benefit as promptly as possible and in compliance with applicable law, including filing IRS Form 1139 and any comparable state and local tax forms for the Company’s tax year that will end on the Closing Date, filing refund claims for prior tax years or reducing future estimated tax payments and future tax payments based on actual tax liability. If, after the second anniversary of the Closing Date, the Company or the common parent of any affiliated group of which the Company may be a member is unable to fully utilize all of the deductions that form the basis of the Closing Tax Benefit (the “Unused Portion”), Parent shall provide the Former Compan...
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Tax Benefit Adjustment. The foregoing indemnification shall be net of any tax benefit actually realized by the Indemnified Party in connection with a loss indemnified hereunder, but after giving effect to any tax which may be required to be paid on the indemnification payment.
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Related to Tax Benefit Adjustment

  • Tax Adjustment Tenant shall pay, as Additional Charges, an amount (hereinafter referred to as the “Tax Adjustment Amount”) equal to Tenant’s Expense Share of the amount of Taxes incurred with respect to each Lease Year; except that Tenant shall be required to pay only a pro rata amount of the Tax Adjustment Amount for the Lease Years in which the first and last days of the Term occur pro rated on a per diem basis. Tenant shall not, however, have any right to audit Landlord’s books and records pertaining to Taxes. The Tax Adjustment Amount with respect to each Lease Year shall be paid in monthly installments in advance on the first day of each and every calendar month during such Lease Year, commencing on the Commencement Date, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant. Following receipt of actual tax bills, Landlord shall deliver to Tenant a statement setting forth (i) the actual Tax Adjustment Amount for such Lease Year; (ii) the total of the estimated monthly installments of the Tax Adjustment Amount paid to Landlord for such Lease Year; and (iii) the amount of any excess or deficiency with respect to such Lease Year. Tenant shall pay any deficiency to Landlord as shown by such statement within 30 days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Lease Year exceeds the actual Tax Adjustment Amount due from Tenant for such Lease Year, at Landlord’s option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder.

  • 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).

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • 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.

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Year-End Adjustment If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the amount of the investment advisory fees waived or reduced and other payments remitted by the Adviser to the Fund or Funds with respect to the previous fiscal year shall equal the Excess Amount.

  • Annual Adjustment At the end of each Fiscal Year and following receipt by Manager of the annual accounting referred to in Article 10, an adjustment will be made to such annual account, if necessary and if available, so that the appropriate amount shall have been deposited in the Reserve.

  • CPI Adjustment At the end of the first Lease year (as hereinafter defined) and every Lease year thereafter (including any renewal periods) the Base Rental provided for in Paragraph 3 above shall be adjusted by adding to Base Rental the "Add-on Factor". The one (1) year periods are each hereinafter referred to as an "Adjustment Period". As used herein, the "Add- on Factor" shall mean the "Add-on Sum" minus "Net Base Rental"; "Add-on Sum" shall mean a sum determined by multiplying the "Net Base Rental" by the "Adjustment Factor"; "Net Base Rental" shall mean the Base Rental described above minus Initial Basic Cost, and "Adjustment Factor" shall mean a fraction, the numerator of which is the "CPI" published immediately preceding the applicable anniversary date and the denominator of which is the "CPI" published immediately preceding the commencement date of the term of this Lease. "CPI" shall mean the United States Average (1982-84 '" 100), as published bi-monthly (or if the same shall no longer be published bi-monthly, on the most frequent basis available) by the Bureau of Labor Statistics, U.S. Department of Labor (but if such is subject to adjustment later, the later adjusted index shall be used). The Adjusted Rental shall be the new Base Rental of the Premises effective as of the first day of the applicable Adjustment Period. Notwithstanding the foregoing calculation, the yearly percentage rent adjustment pursuant to this Paragraph 9 shall in no event be less than FIVE percent (5%) per year. Tenant shall continue payment of the Base Rental in effect for the expiring Adjustment Period until notified by Landlord of any increase in such Base Rental. Such notification shall include a memorandum showing the calculations used by Landlord in determining the new Base Rental. On the first day of the calendar month immediately succeeding receipt of such notice, Tenant shall commence payment of the new Base Rental spedfied in the notice, and shall also pay to Landlord with respect to the month(s) already expired, the excess of the required monthly rentals spedfied in the notice over the monthly amounts actually paid by Tenant.

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Section 754 Adjustment To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Holder in complete liquidation of his interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Holders in accordance with their interests in the Partnership in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Holders to whom such distribution was made in the event that Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

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