Tax Benefit Payment Sample Clauses

Tax Benefit Payment. A “Tax Benefit Payment” means an amount, not less than zero, equal to the sum of the Net Tax Benefit and the Interest Amount. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of Units, except in the case of Tax Benefit Payments payable to the Parthenon Shareholders, in which case such consideration shall be treated as additional “boot” in the reorganization preceding the IPO. Subject to Section 3.3(a), the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of (i) 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over (ii) the total amount of payments previously made under this Section 3.1 (excluding payments attributable to Interest Amounts); provided, for the avoidance of doubt, that the Recipients shall not be required to return any portion of any previously made Tax Benefit Payment. The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing the Corporate Return with respect to Taxes for such Taxable Year until the Payment Date.

Tax Benefit Payment. A “Tax Benefit Payment” means an amount, not less than zero, equal to the sum of the Net Tax Benefit and the Interest Amount. Tax Benefit Payments shall be made to the Members in the following order and priority: first, a Catch-Up Payment shall be made to each Member, until each Member has received an aggregate Catch-Up Payment (including in such aggregate Catch-Up Payments made pursuant to the first sentence of Section 3.1(a) as well as Catch-Up Payments described in this Section 3.1(b)) equal to 20% of the amount of the ordinary income recognized by such Member in connection with the Contribution or recognized by Aurora in connection with the LLC Merger and allocated to the Member on the Schedule K-1 of Aurora’s Form 1065 for the year during which the Merger occurs (provided, however, that aggregate Catch-Up Payments made to all Members pursuant to the terms of this Agreement shall not exceed one million dollars ($1,000,000)); and second, a payment (a “Regular Payment”) shall be made to each Member equal to any remaining Tax Benefit Payment multiplied by such Member’s Percentage as set forth on the Member Percentage Schedule attached hereto (and as updated from time to time by written notice to the Corporation by any Member assigning in whole or in part its interests hereunder), with it being understood and agreed that each Catch-Up Payment and each Regular Payment will include a ratable portion of each of the Net Tax Benefit and the Interest Amount. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of Units in the Merger unless otherwise required by law. The “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of (i) 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over (ii) the total amount of Catch-Up Payments and Regular Payments previously made under this Section 3.1 (excluding the portion of any such payments attributable to Interest Amounts); provided, for the avoidance of doubt, that no Member shall be required to return any portion of any previously made Tax Benefit Payment. The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing the Corporation Return with respect to Taxes for such Taxable Year until the Payment Date. Notwithstanding the foregoing, for each Taxable...

Tax Benefit Payment. 6.8.1 If the Purchaser does not elect to make a Section 338(h)(10) Election as contemplated by Section 6.7, then the Purchaser shall, not later than the due date (without extension) for filing its Tax Return for the year ending December 31, 2007, pay to each of the Sellers, a Pro Rata portion of the Tax Benefit that will be available to the Company and/or the Purchaser (or their respective successors or assignees) for the tax period ending December 31, 2007, arising from the aggregate amount paid by the Company or the Purchaser (or their respective successors or assignees) and included in the calculation of the Tax Benefit. 6.8.2 In addition, if the Purchaser does not elect to make a Section 338(h)(10) Election, the Sellers shall, promptly following the last day for filing of the Section 338(h)(10) Election set forth in the Tax Timetable, take such action as may be necessary to apply to the applicable Governmental Body for a refund of the full amount of the payment, if any, made by the Purchaser as an estimate of the amount of the Built-in-Gains Tax payable by the Company. If and to the extent that the amount of any refund received by the Company is less than the payment made by the Purchaser as an estimate of the Built-in-Gains Tax payable by the Company, the Sellers shall, jointly and severally pay to the Company, within 30 days following delivery by the Purchaser to the Sellers’ Representative of a written demand for payment, the amount by which the amount paid by the Purchaser as an estimate of the Built-in-Gains Tax payable by the Company exceeds the amount of the refund received by the Company. 6.8.3 If the Purchaser makes a Section 338(h)(10) Election and the IRS denies a deduction to the Sellers on their final S Corporation Tax Return for all or any part of the payments made to the PSP Holders, the Purchaser shall cause the Company to pay to the Sellers the Tax Benefit, if any, attributable to the Company’s deduction of the portion of the payment made to the PSP Holders that was disallowed by the IRS but only if the IRS approves a full current deduction to the Purchaser, for the first Tax period following the Closing Date, of the portion of the Phantom Stock Plan payment for which the deduction has been disallowed to the Sellers, in addition to a deduction as goodwill of an amount equal to: (1) the portion of the Purchase Price used to make the Phantom Stock Payments; reduced by (2) the portion of the Phantom Stock Plan payment which the IRS has ap...

Tax Benefit Payment. A “Tax Benefit Payment” means an amount, not less than zero, equal to the sum of the Net Tax Benefit and the Interest Amount. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of Units and (if applicable) accompanying Class B Shares, except in the case of Tax Benefit Payments payable or attributable to the Step-Up TRA Rights received by the Parthenon Shareholders. Subject to Section 3.3(a), the “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of (i) 85% of the Cumulative Net Realized Tax Benefit as of the end of

Tax Benefit Payment. Subject to the following provisions of this ------------------- Paragraph 6, as soon as practical after the end of the Company's taxable year in which occurs Grantee's Vesting Date, the Company shall pay to Grantee in a single sum in cash an amount equal to the current tax savings attributable to the federal income tax deduction to which the Company is entitled as a result of the Grantee's vesting in the Restricted Shares. To the extent that the Company derives a partial or no tax savings from the tax deduction because the Company's taxable income for federal income tax purposes is not sufficient for it to currently benefit from such deduction or the Company has a net operating loss, payment of the amount or amounts due hereunder will be made as described below if and when (and to the extent) the Company does derive a current tax savings from the deduction. In determining when the deduction attributable to the vesting of the Restricted Shares is used by the Company, it shall be assumed that all other deductions available to the Company are used before the deduction attributable to the Restricted Shares is utilized. Payment of the amount or amounts due hereunder shall be made to Grantee in cash as soon as practicable after the end of the Company's taxable year or years, if applicable, in which the Company derives a current tax savings from the deduction; provided, however, that in the event Grantee's Vesting Date -------- ------- occurs as a result of a termination of Grantee's employment as provided in Section 5(b)(5) above in connection with a merger or consolidation of the Company into or with another corporation (the "Successor Corporation") under circumstances where the Company is not the surviving corporation, then (i) immediately following such merger or consolidation the Successor Corporation shall pay to Grantee in a single sum in cash an amount equal to the tax savings attributable to the full federal income tax deduction that would have been realized by the Company assuming that the Company could derive such full tax savings with respect to such deduction in the taxable year ending with such merger or consolidation, and (ii) any calculations with respect to any acceleration of such payment necessary to determine benefits payable to Grantee pursuant to the Company's Statement of Policy Regarding Key Executive Severance Pay Bonus Program shall be made based upon a reasonable determination as to when the Company and its subsidiaries would have had t...

Tax Benefit Payment in respect of a TRA Party for a Taxable Year means an amount, not less than zero, equal to the Net Tax Benefit that is Attributable to such TRA Party and the Interest Amount with respect thereto. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest, but instead, shall be treated as additional consideration in the applicable transaction, unless otherwise required by law. Subject to Section 3.3, the "Net Tax Benefit" for a Taxable Year shall be an amount equal to the excess, if any, of 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year, over the total amount of payments previously made under the first sentence of Section 3.1(a) (excluding payments attributable to Interest Amounts); provided, for the avoidance of doubt, that no such recipient shall be required to return any portion of any previously made Tax Benefit Payment. The "Interest Amount" shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing IRS Form 1120 (or any successor form) of PubCo with respect to Taxes for such Taxable Year until the payment date under Section 3.1(a).

Tax Benefit Payment. Upon the final determination of the actual Tax Benefit Payment pursuant to Section 8(c) below, Purchaser and the Sellers’ Representative shall within three (3) Business Days take the applicable action as follows: (i) If the Tax Benefit Payment as so determined is greater than the Estimated Tax Benefit Payment (such amount, the “Additional Tax Benefit Amount”), Purchaser shall pay, as additional consideration for the Shares, the Additional Tax Benefit Amount, together with interest on the Additional Tax Benefit Amount from the Closing Date to the date of payment at the Applicable Rate, by wire transfer of immediately available funds to the account or accounts so specified by the Sellers’ Representative for the benefit of the Sellers. (ii) If the Estimated Tax Benefit Payment is greater than the Tax Benefit Payment as so determined (such amount, the “Deficit Tax Benefit Amount”), the Sellers shall pay to the Purchaser the Deficit Tax Benefit Amount, together with interest on the Deficit Tax Benefit Amount from the Closing Date to the date of payment at the Applicable Rate, in cash.

Tax Benefit Payment. No later than March 31, 2007, Buyer shall pay to Seller an amount equal to 19% of the amount of the Miltex Companies' federal charitable contribution carryforward from a Pre-Closing Tax Period that is deducted on Buyer's federal consolidated income Tax Return for its 2006 tax year.

Tax Benefit Payment. Section 3.01(b) Tax Benefit Schedule..........................

Tax Benefit Payment. (a) On receipt of any and each Tax Refund by the Company, the parties agree to procure that the Company pays a fully franked dividend on the Buyer Share equal to the amount of the Tax Refund. (b) On receipt of the dividend by the Buyer, the Buyer will pay to each of the Sellers (in their Respective Proportions) the amount, if any, equal to in aggregate 50% of the applicable dividend within 5 Business Days of receipt and the Buyer will retain the other aggregate 50% of the applicable dividend. (c) To the extent the Company does not have sufficient franking credits, the amount payable to the Sellers under this clause will be adjusted to reflect 100% of any Tax payable on the dividend received from the Company by the Buyer. (d) The Sellers and the Buyer shall be permitted to jointly prepare an application in the name of the Company for a binding private ruling to the ATO in relation to the cancellation of the ESOP Options as contemplated by this Agreement provided the cost of such applications will be shared equally by the Sellers and the Buyer.