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.
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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.
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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.
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Tax Benefit Amount. A "Tax Benefit Amount" shall be deposited and distributed pursuant to the Escrow Agreement described in Section
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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).
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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.

  • 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

  • Tax Benefits any benefits with respect to Taxes which are actually and currently realized by any Tax Indemnitee, which are attributable solely to the incurrence or payment by such Tax Indemnitee of any indemnified Losses or Taxes or an event giving rise to such Losses or Taxes; provided, that for the purpose of calculating such Tax Benefit, such Tax Indemnitee shall be deemed to utilize all other items of income, gain, loss, deduction or credit, including those that arise outside the scope of this Agreement, before utilizing any item arising from the incurrence or payment of any indemnified Loss or Tax. A Tax Indemnitee shall be deemed to have actually and currently realized and utilized a Tax Benefit to the extent that, and at such time as, the amount of Taxes payable by the Tax Indemnitee is actually reduced below the amount of Taxes such Tax Indemnitee would be required to pay but for the incurrence or payment of such Loss or Taxes, computed in accordance with the ordering rules set forth above. Notwithstanding anything to the contrary in this clause (a), in calculating any Tax Benefit, a Tax Indemnitee, to the extent not prohibited by applicable law or by contract, shall determine when Tax Benefits are utilized in a manner which is non-discriminatory with respect to all other Similar Loans, it being understood that if, after taking into account all tax items of such Tax Indemnitee other than from this Loan and Similar Loans, such Tax Indemnitee has the capacity to use some or all of the Tax Benefits and some or all of the tax benefits generated by Similar Loans, it cannot rely upon a provision in such Similar Loan that requires the tax benefits from such Similar Loans to be applied last to avoid applying the tax benefits under those Similar Loans and, based on this non-discriminatory provision, also the Tax Benefits from this Loan in calculating the indemnities due under the respective loan. For purposes of this provision, “Similar Loans” means loans (i) in which the Tax Indemnitee or any affiliate thereof is a participant and with respect to which such Tax Indemnitee or affiliate is entitled to indemnification with respect to Taxes, and (ii) in which the Borrower is a U.S. Borrower with a similar or lesser credit as the Borrower.

  • Tax Gross-Up Amount Developer’s liability for the cost consequences of any current tax liability under this Article 5.17 shall be calculated on a fully grossed-up basis. Except as may otherwise be agreed to by the parties, this means that Developer will pay Connecting Transmission Owner, in addition to the amount paid for the Attachment Facilities and System Upgrade Facilities and System Deliverability Upgrades, an amount equal to (1) the current taxes imposed on Connecting Transmission Owner (“Current Taxes”) on the excess of (a) the gross income realized by Connecting Transmission Owner as a result of payments or property transfers made by Developer to Connecting Transmission Owner under this Agreement (without regard to any payments under this Article 5.17) (the “Gross Income Amount”) over (b) the present value of future tax deductions for depreciation that will be available as a result of such payments or property transfers (the “Present Value Depreciation Amount”), plus (2) an additional amount sufficient to permit the Connecting Transmission Owner to receive and retain, after the payment of all Current Taxes, an amount equal to the net amount described in clause (1). For this purpose, (i) Current Taxes shall be computed based on Connecting Transmission Owner’s composite federal and state tax rates at the time the payments or property transfers are received and Connecting Transmission Owner will be treated as being subject to tax at the highest marginal rates in effect at that time (the “Current Tax Rate”), and (ii) the Present Value Depreciation Amount shall be computed by discounting Connecting Transmission Owner’s anticipated tax depreciation deductions as a result of such payments or property transfers by Connecting Transmission Owner’s current weighted average cost of capital. Thus, the formula for calculating Developer’s liability to Connecting Transmission Owner pursuant to this Article

  • Tax Allocation The Purchase Price shall be allocated in accordance with Section 1060 of the Code among the Timberlands, minerals, Timberlands Contracts, and the Personal Property using the methodology mutually approved by Seller and Purchaser in the manner set forth in this Section 37, provided that such allocation methodology shall incorporate, reflect and be consistent with (a) the allocation set forth in Section 2.1, (b) the Value Table (other than the per acre values set forth therein) and (c) Exhibit 48 (the “Allocation Framework”). No later than sixty (60) days after the Closing Date, Seller shall deliver to Purchaser an allocation of the Purchase Price among the Timberlands, minerals, Timberlands Contracts, and Personal Property, which allocation shall be reasonable, based on fair market values, consistent with the Code, shall incorporate, reflect and be consistent with the Allocation Framework and to the extent relating to the portion of the Purchase Price paid for the Timberlands, set forth an allocation between the Installment Sale Timberlands and the Non-Installment Sale Timberlands (the “Proposed Allocation”). No later than one hundred twenty (120) days after the Closing Date, Seller and Purchaser shall endeavor to agree on the Proposed Allocation. In the event that Seller and Purchaser have not so agreed by such date Purchaser and Seller shall negotiate in good faith to resolve the dispute. If Purchaser and Seller fail to agree on such allocation before the date that is one hundred fifty (150) days following the Closing Date, such allocation shall be determined, within a reasonable time and in a manner that incorporates, reflects and is consistent with the Allocation Framework, by an independent, nationally recognized firm of accountants mutually selected by the Parties. The allocation of the total consideration, as agreed upon by Purchaser and Seller or determined by a firm of accountants under this Section 37, (the “Final Allocation”) shall be final and binding upon the Parties. Each of Purchaser and Seller shall bear all fees and costs incurred by it in connection with the determination of the allocation of the total consideration, except that the Parties shall each pay fifty percent (50%) of the fees and expenses of such accounting firm. Except to the extent otherwise required by applicable law, (a) Seller and Purchaser agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income Tax form, in a manner consistent with the Final Allocation, (b) Seller and Purchaser shall adhere to the Final Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax Return filed by them after the Closing Date, including the determination by Seller of Taxable gain or loss on the sale and the determination by Purchaser of its Tax basis with respect to same, and (c) neither Purchaser nor Seller shall file any Tax Return or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Final Allocation agreed to in accordance with this Agreement.

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

  • 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.

  • Fiscal Year; Taxable Year The fiscal year and the taxable year of the Company is the calendar year.

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