Actual Tax Savings definition

Actual Tax Savings means the excess, if any, of (i) the Taxes that would have been incurred by the Purchaser, the Company Entities and their Subsidiaries and Affiliates in any taxable period (or portion thereof) beginning after the Closing Date, calculated without taking into account Transaction Expenses (and, for the avoidance of doubt, any net operating losses attributable thereto), as compared to (ii) the actual Taxes incurred by the Purchaser, the Company Entities and their Subsidiaries and Affiliates in such taxable period as determined by finally filed Tax Returns for such period (calculated by taking into account Transaction Expenses). For each taxable period ending on or after the Closing Date, the Purchaser will certify to the Seller, within thirty (30) days of filing a Tax Return for such period, the amount of the Actual Tax Savings, if any. In connection with such certification, the Purchaser shall provide the Seller with such supporting documentation and other information with respect to the Transaction Expenses (and any net operating losses attributable thereto) as the Seller shall request. Any amounts paid to the Seller pursuant to this Section 6.5(j) shall be treated as additional Purchase Price for federal, state and local Tax purposes. Notwithstanding Section 4.14(b), if there is a subsequent reduction by the applicable Governmental Entity (or by virtue of a change in applicable Tax Law) of any amounts with respect to which a payment has been made to the Seller pursuant to this Section 6.5(j), then the Seller shall pay to the Purchaser an amount equal to such reduction plus any interest or penalties imposed by the Governmental Entity with respect to such reduction.
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Actual Tax Savings is defined in Section 6.5(j) of this Agreement.
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Actual Tax Savings has the meaning set forth in Section 9.4(h).
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Examples of Actual Tax Savings in a sentence

  • For each taxable period ending on or after the Closing Date, the Purchaser will certify to the Seller, within thirty (30) days of filing a Tax Return for such period, the amount of the Actual Tax Savings, if any.

  • For purposes of the foregoing sentence, Actual Tax Savings shall be deemed realized at the time of the due date of the Tax Returns (subject to permitted extensions) with respect to which such Actual Tax Savings relate.

  • Any income Tax refunds (or credits for overpayments) or Actual Tax Savings attributable to any Other Transaction Deductions shall be determined on a with and without basis (i.e., as if the Other Transaction Deductions were the last deductions to be taken).

  • The Purchaser shall not settle any such proceedings without the written consent of the Seller (not to be unreasonably withheld, conditioned or delayed) if such settlement or compromise would have the effect of increasing a Tax liability for which any Purchaser Indemnified Party would be entitled to indemnification under this Agreement, or could reduce a Tax refund or credit to which the Seller is entitled under Section 6.5(i) or any Actual Tax Savings payment under Section 6.5(j).

  • For each Post-Closing Tax Period, Buyer will provide to Sellers’ Representative, within thirty (30) days of filing the Tax Return for such period with its calculations of the amount of the Actual Tax Savings, if any.

  • For the avoidance of doubt, Buyer Transaction Costs shall not be treated as part of any net operating losses of Company from a Pre-Closing Tax Period for purposes of clause (A)(1) of the definition of Actual Tax Savings.

  • The total investment in these companies is £0.3m (2022: £Nil), which has been disclosed within the equities value in note 14.

  • Any calculation with respect to Actual Tax Savings required by this Section with respect to a Post-2011 Taxable Period which includes (but does not end on) the Closing Date shall be determined in a manner consistent with that for a Straddle Period described in Section 6.2 above.

  • For each applicable Post-2011 Taxable Period, Acquiror will certify to the Stockholder Representatives, within thirty (30) days of filing the Tax Return for such period, the amount of the Actual Tax Savings, if any.

  • Parent will claim or cause to be claimed any Transaction Deductions or net operating loss carryforwards with respect thereto that would result in Actual Tax Savings in the earliest tax year permitted by applicable Law.


More Definitions of Actual Tax Savings

Actual Tax Savings means the excess of (A) the income Taxes that would have been incurred by Buyer and all the members of its affiliated group within the meaning of Section 1504(a)(1) of the IRC (without taking into account the exceptions under Section 1504(b) of the IRC) in each Post-Closing Tax Period calculated without taking into account both (1) any net operating losses of Company from Pre-Closing Tax Periods and (2) any Compensation Transaction Deductions and Other Transaction Deductions that are deductible in a Post-Closing Tax Period, over (B) the actual income Taxes incurred by Buyer and all the members of its affiliated group within the meaning of Section 1504(a)(1) of the IRC (without taking into account the exceptions under Section 1504(b) of the IRC) in any such Post-Closing Tax Period. For each Post-Closing Tax Period, Buyer will provide to Sellers’ Representative, within thirty (30) days of filing the Tax Return for such period with its calculations of the amount of the Actual Tax Savings, if any. For purposes of this Agreement, “Post-Closing Tax Period” shall mean any taxable period (or portion thereof) that is not a Pre-Closing Tax Period. For the avoidance of doubt, Buyer Transaction Costs shall not be treated as part of any net operating losses of Company from a Pre-Closing Tax Period for purposes of clause (A)(1) of the definition of Actual Tax Savings.
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Actual Tax Savings has the meaning set forth in Section 6.13(c).
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Actual Tax Savings is defined in Section 3.3.
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Actual Tax Savings means the amount by which the Hypothetical Tax Liability exceeds the Actual Tax Liability for any taxable year. For this purpose, the "Actual Tax Liability" means the Consolidated Tax Liability of the Enron Group for the taxable year, and the "Hypothetical Tax Liability" means the amount that would be the Actual Tax Liability for such taxable year if the Recognized Loss Allowed Portion were not taken into account.
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Actual Tax Savings means the excess of (i) the Taxes that would have been incurred by the Company or its Subsidiaries in a Post-2011 Taxable Period (including, for the avoidance of doubt, payroll Taxes) calculated without taking into account both (A) the lesser of (x) any net operating losses of the Company carried over from taxable periods ending on or before December 31, 2011, or (y) any Transaction Deductions that were deducted in a taxable period ending on or before December 31, 2011 and (B) any Transaction Deductions that are deductible in such Post-2011 Taxable Period (including, for the avoidance of doubt, payroll Taxes related to compensation giving rise to Transaction Deductions), over (ii) the actual Taxes incurred by the Company and its Subsidiaries in such Post-2011 Taxable Period (including, for the avoidance of doubt, payroll Taxes related to compensation giving rise to Transaction Deductions), and such Actual Tax Savings shall be “realized” on the date the applicable Tax Return is filed. For each applicable Post-2011 Taxable Period, Acquiror will certify to the Stockholder Representatives, within thirty (30) days of filing the Tax Return for such period, the amount of the Actual Tax Savings, if any. Any calculation with respect to Actual Tax Savings required by this Section with respect to a Post-2011 Taxable Period which includes (but does not end on) the Closing Date shall be determined in a manner consistent with that for a Straddle Period described in Section 6.2 above. For the avoidance of doubt, in the case of such a Post-2011 Taxable Year which includes (but does not end) on the Closing Date, such taxable year will be deemed to end on the Closing Date, any net operating loss for such deemed taxable year end shall be deemed carried back to all prior taxable years to the extent allowable under applicable law, and the amount of any hypothetical Tax refunds that would result from such deemed carryback of such net operating loss to any prior taxable years shall be included in the definition of “Actual Tax Savings,” provided, however, that the amount of such hypothetical Tax refunds shall not exceed the Actual Tax Savings actually realized by the Company or any of its Subsidiaries on or prior to the Fundamental Representations and Tax Matters Expiration Date and during any Tax period or portion thereof beginning after the Closing Date where the “Actual Tax Savings” equals the reduction in the actual amount of Taxes which the Company or any of its Subsidiaries...
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Actual Tax Savings means the amount by which any Tax for which the Company would otherwise have been liable is actually reduced as a result of such Loss, it being understood, however, that such actual Tax savings must have been made on the income of the taxable period during which the event underlying the Claim has occurred. Consequently, this Clause 8.1.13 shall not apply if the occurrence of such event only contributes to increasing the amount of the Company's tax-recoverable losses.
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Related to Actual Tax Savings

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Pre-Tax Earnings means the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Final Tax Amount has the meaning set forth in Section 4.01(b)(ii).

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • MUNICIPAL TAXABLE INCOME means the following:

  • Tax Detriment means an increase in the Tax liability (or reduction in refund or credit or item of deduction or expense) of a taxpayer (or of the Affiliated Group of which it is a member) for any taxable period.

  • Marginal Tax Rate means the maximum marginal regular Federal individual income tax rate applicable to ordinary income or the maximum marginal regular Federal corporate income tax rate, whichever is greater.

  • Base Tax Year means the property tax levy year used

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

  • maximum council tax reduction amount means the amount determined in accordance with paragraph 29;

  • Realized Tax Detriment means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • taxation year means the calendar year to which an assessment roll applies for the purposes of taxation;

  • Book-Tax Disparity means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

  • Excess Earnings means, with respect to Mortgage Loans held in any subaccount of the Acquisition Account or the Loan Recycling Account established in connection with a Series of Tax- exempt Bonds, the "excess earnings," as defined in Treasury Regulations § 1.148-10T, with respect thereto.

  • Pre-Tax Contributions means, for any Participant, the aggregate of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax Contributions contributed to the applicable Pre-Tax Contribution Account.

  • Tax Benefit means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

  • Rollback tax rate means the rate that will produce last year’s maintenance and operation tax levy (adjusted) from this year’s values (adjusted) multiplied by 1.08 plus a rate that will produce this year’s debt service from this year’s values (unadjusted) divided by the anticipated tax collection rate.

  • Recovered tax increment value means, except as otherwise

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

  • Gross earnings means all monies earned by the Employee under the terms of this Collective Agreement.

  • Local taxes means all taxes levied other than taxes levied for school operating purposes.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).