Tax Benefit Amount Sample Clauses

Tax Benefit Amount. In the event that Partner (including its successors, transferees, and assigns) makes an additional payment to Ironwood under either Section 4.6.2(a) or 4.6.2(b) and Ironwood notifies Partner of a Tax Benefit Amount (as defined below), Partner may deduct the Tax Benefit Amount once from the royalties owed for a particular Calendar Quarter pursuant to Section 4.3.2. The Tax Benefit Amount will be deducted from the amount of royalties owed to Ironwood in accordance with Section 4.3.4 following the notification to Partner by Ironwood. The Tax Benefit Amount will be available to Partner only to the extent that royalties are owed by Partner to Ironwood after the date of such notification and in no event will Ironwood be required to refund to Partner any Tax Benefit Amount. Partner agrees to pay back any Tax Benefit Amount, in whole or in part, that it deducted from royalties owed to Ironwood promptly upon Ironwood’s request if Ironwood is required to repay such amount to the United States government. “Tax Benefit Amount” means any additional payment to Ironwood under either Section 4.6.2(a) or 4.6.2(b) (or portion thereof) attributable to a Tax that reduces the U.S. federal income tax liability of Ironwood as a result of a foreign tax credit actually claimed by Ironwood. For purposes of the preceding sentence, to the extent any additional payment (or portion thereof) to Ironwood under Section 4.6.2(b) (but, for avoidance of doubt, not Section 4.6.2(a)) has not been classified as a Tax Benefit Amount within the Applicable Period (as defined in Section 4.6.4 below), then such additional payment (or portion thereof) will be deemed to be a Tax Benefit Amount and will be deducted from the amount of royalties owed to Ironwood in accordance with Section 4.3.4 following the close of such Applicable Period.
Sample 1Sample 2
AutoNDA by SimpleDocs
Tax Benefit Amount. (a) Buyer shall pay to the Shareholders (pro rata in accordance with their respective ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time) the Tax Benefit Amount, if any, relating to any distributions from the Bonus Retention Escrow Account during 2003 simultaneously with the payment of the 2003 Final Earnout Payment and the Tax Benefit Amount relating to any distributions from the Bonus Retention Escrow Account during 2004 simultaneously with the payment of the 2004 Final Earnout Payment.
Sample 1
Tax Benefit Amount. A "Tax Benefit Amount" shall be deposited and distributed pursuant to the Escrow Agreement described in Section 1.3. The Tax Benefit Amount shall be equal to the excess, if any, of (A) the federal and state income and payroll tax liability of the Solarco Consolidated Group (as hereafter defined) for tax periods ending on or before the Closing Date (the "Tax Cost") assuming none of the options to purchase Solarco Capital Stock set forth in Section 2.1.3(a) of the Solarco Disclosure Statement were exercised over (B) the actual Tax Cost of the Solarco Consolidated Group. For purposes of this Section 1.2.2, the term "Solarco Consolidated Group" shall include Solarco and any Solarco Subsidiary which is a member of the same "affiliated group" as defined in Section 1504 of the Internal Revenue Code of 1986, as amended, and together with Solarco has elected to file a consolidated federal income tax return. If the Tax Benefit Amount is greater than $2,000,000, such excess amount shall be paid to the Shareholders in cash in the percentages set forth in SCHEDULE A at the time the Tax Benefit Amount is paid to the Escrow Agent. The Tax Benefit Amount shall be computed at or before the Closing Date. Brazos will make all required filings with the Internal Revenue Service and take all other reasonably practicable steps to obtain a tax refund after the Closing with respect to the Tax Benefit Amount, and upon receipt of such amount, it shall cause an equal amount (up to $2,000,000) to be deposited with the Escrow Agent.
Sample 1
Tax Benefit Amount. At the Closing, in addition to any amounts payable pursuant to Section 1.02, Buyer shall pay to Seller cash in an amount equal to the Tax Benefit Amount by wire transfer of immediately available funds to an account specified by Seller to Buyer at least two (2) Business Days prior to Closing. Buyer shall deliver to Seller in reasonable detail its written calculation of any refund of Taxes paid, or any reduction in the amount of Taxes which otherwise would have been paid, received by the Company, Buyer or any Affiliate as a result of the amounts included in the calculation of Tax Benefit Amount (the “Final Tax Benefit Amount”). If the Tax Benefit Amount is greater than the Final Tax Benefit Amount by more than ten percent (10%), then the amount of such difference shall be an adjustment in favor of Buyer, payable by Seller to Buyer within thirty (30) days of delivery of the written calculation of such amount to Seller. Alternatively, if the Tax Benefit Amount is less than the Final Tax Benefit Amount by more than ten percent (10%), then the amount of such difference shall be an adjustment in favor of Seller, payable by Buyer to Seller within thirty (30) days of delivery of the written calculation of such amount to Seller. For purposes of the foregoing, a refund of Taxes paid, or any reduction in the amount of Taxes which otherwise would have been paid, shall be received by the Company, Buyer or any Affiliate upon the receipt of a refund of Taxes paid or the filing of a Tax Return, including an estimated Tax Return, showing such refund or reduction in Taxes (or the date when such a Tax Return should have been timely filed, including properly obtained extensions).
Sample 1
Tax Benefit Amount. The Parties acknowledge and agree that Sellers will cause the Company to take any Tax deduction for the Executive Closing Bonuses and all Taxes due and payable by the Company with respect thereto (including the employer portion of payments due under the Federal Insurance Contributions Act and Medicare Taxes) on its Tax Return for the Pre-Closing Tax Period that ends on the Closing Date. In the event that there is a final “determination” within the meaning of Code Section 1313(a) that the deduction for the amount of the Executive Closing Bonuses and all Taxes due and payable by the Company with respect thereto (including the employer portion of payments due under the Federal Insurance Contributions Act and Medicare Taxes) is not permitted in the Pre-Closing Tax Period, Sellers shall inform Buyer of such disallowance and shall provide Buyer with evidence, reasonably satisfactory to Buyer, of such disallowance. After receipt of reasonably satisfactory evidence of such disallowance, Buyer shall cause the Company, to the extent permitted by applicable Law, to take a deduction for the amount of the Executive Closing Bonuses and all Taxes due and payable by the Company with respect thereto (including the employer portion of payments due under the Federal Insurance Contributions Act and Medicare Taxes) in the appropriate taxable year or period that begins after the Closing Date, and Buyer shall pay to Sellers any refund or credit against Taxes actually received by the Company as a result of such deduction. Any such payment shall be made by Buyer within 10 days after receipt of such refund or utilization of such credit by the Company. Any payment pursuant to this Section ‎7.9 shall be treated as an adjustment to the Purchase Price.
Sample 1

Related to Tax Benefit Amount

  • 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 9.2. If it is subsequently determined that the Tax Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is required to be repaid or recaptured will be treated as Taxes for which the Facility Lessee must indemnify the Tax Indemnitee pursuant to this Section 9.2 without regard to paragraph (b) hereof. Notwithstanding anything to the contrary herein, each Certificateholder Indemnitee shall determine the allocation of any tax benefits, savings, credit, deduction or allocation in its sole good faith discretion and each position to be taken on its tax return shall be in its sole control and it shall not be required to disclose any tax return or related documentation to any Person.

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

  • Death Benefit Amount The Death Benefit Amount as of any Business Day prior to the Annuity Date is equal to the greater of:

  • Tax Benefits If an indemnification obligation of any Indemnifying Party under this Section 14 arises in respect of an adjustment that makes allowable to an Indemnified Party any offsetting deduction or other item that would reduce taxes which would not, but for such adjustment, be allowable, then any such indemnification obligation shall be an amount equal to (i) the amount otherwise due but for this Section 14(d), minus (ii) the reduction in actual cash Taxes payable by the Indemnified Party in the year such indemnification obligation arises, determined on a “with and without” basis.

  • Tax Allocation Prior to the Closing, Seller and Purchaser shall cooperate in good faith to determine a reasonable allocation of the total consideration paid for the Transferred Assets, as finally determined pursuant to Section 2.1(d), Section 2.1(i) and Section 3.3, in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Purchase Price Allocation”). Seller and Purchaser shall cooperate in good faith to mutually agree to such allocation and shall reduce such agreement to writing, which agreement shall be reflected in an Exhibit 2.1(j) to be approved by Seller and Purchaser prior to Closing. Seller and Purchaser shall jointly and properly execute each party’s respective completed Internal Revenue Service Form 8594, and any other forms or statements required by the Code (or state or local Tax law), Treasury Regulations or the Internal Revenue Service or other Governmental Authority (together with any and all attachments required to be filed therewith), which forms and statements will be prepared in a manner consistent with the Purchase Price Allocation. Seller and Purchaser shall file timely such forms and statements with the Internal Revenue Service or other Governmental Authority. The Purchase Price Allocation shall be appropriately adjusted to take into account any subsequent payments under this Agreement and any other subsequent events required to be taken into account under Section 1060 of the Code. Seller and Purchaser shall not file any Tax Return or other documents or otherwise take any position with respect to Taxes that is inconsistent with the Purchase Price Allocation; provided, however, that neither Seller nor Purchaser shall be obligated to litigate any challenge to such allocation by any Governmental Authority. Seller and Purchaser shall promptly inform one another of any challenge by any Governmental Authority to any allocation made pursuant to this Section 2.1(j) and agree to consult with and keep one another informed with respect to the state of, and any discussion, proposal or submission with respect to, such challenge.

  • Taxable Year The taxable year of the Partnership shall be the calendar year.

  • Straddle Period Tax Allocation The Company and the Subsidiaries will, unless prohibited by applicable Law, close each of their applicable taxable periods as of the close of business on the Closing Date. If applicable Law does not permit the Company and the Subsidiaries to close any of its taxable years on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to Sellers for the period up to and including the close of business on the Closing Date, and (ii) to Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Notwithstanding the foregoing, property or ad valorem taxes attributable to a Straddle Period shall be allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

  • 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.

  • Tax Attributes (i) Tax attributes with respect to, and the -------------- overpayment of, property taxes, sales and use taxes and franchise taxes which relate primarily to the Company Business and (ii) to the extent provided in the Tax Sharing Agreement, tax attributes with respect to, and the overpayment of, income and payroll taxes which relate to the Company Business or are otherwise allocated to the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!