Closing Tax Benefit definition

Closing Tax Benefit means forty percent (40%) of the Sale Bonuses.
Sample 1Sample 2
Closing Tax Benefit means (i) forty (40%) of the sum of the total payments hereunder to holders of In the Money Options, less (ii) $120,000.”
Sample 1
Closing Tax Benefit has the meaning set forth in Section 3.3(h)(i).
Sample 1

Examples of Closing Tax Benefit in a sentence

  • The Sellers, however, argue that Section 2.5(h) allows them to raise any dispute about the Closing Tax Benefit Amount at any time.101 As the Sellers read the Agreement, they are free to raise multiple protest notices.102 Their reasoning fails for several reasons.First, the Sellers’ argument that Section 2.5(h) permits multiple or amended protest notices is belied by the Agreement’s terms.

  • Upon Darling’s October 14 delivery of its Closing Tax Benefit Amount calculation, Section 2.5(d) of the Agreement gave the Sellers a choice.

  • Section 2.5(h) of the Agreement sets out a process for resolving disputes over the calculation of the Closing Tax Benefit Amount.

  • The Company will claim all available deduction, and credits arising out of clauses (i) through (iv) of the definition of Closing Tax Benefit.

  • The parties disagree over the basis for Darling’s revisions to the post- closing adjustments to the Closing Tax Benefit Amount calculation.

  • 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 Engagement Letter The parties were unable to resolve their disagreement over the Closing Tax Benefit Amount by January 18.

  • As noted above, the Agreement does not provide for multiple or amended notices.139 Rather, it delineates steps to resolve disputes involving the Closing Tax Benefit Amount after a protest notice is served.

  • For example, Darling submitted its calculation of the Closing Tax Benefit Amount before the Final Allocation was determined, instead of three days after such determination pursuant to Section 2.5(h).

  • See infra Sections II.A-B.Darling would be reduced from $29,032,000 to $20,797,000.64 Darling further advised the Sellers that if the parties could not agree on a Closing Tax Benefit Amount by January 18, then it would engage Deloitte to resolve the matter in accordance with Sections 2.5(e) and (h).65G.


More Definitions of Closing Tax Benefit

Closing Tax Benefit means the amount by which the federal income taxes actually payable by the Company and its Subsidiaries with respect to the fiscal year in which the Closing occurs are less than the amount of such taxes that would have been payable for such periods, to the extent that such difference is as a result of deductions taken by the Company for (i) the exercise of Options in connection with the transactions contemplated by this Agreement, (ii) payment by the Company of the Sale Bonus Payments and (iii) the payment of the Trigger Event Cash Bonus Payments.
Sample 1

Related to Closing Tax Benefit

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Taxable Period means any taxable period ending on or before the Closing Date.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Tax Returns has the meaning set forth in Section 4.02(b).

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

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

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

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • 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.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • 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.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • 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).

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).