Closing Tax Benefit definition

Closing Tax Benefit means forty percent (40%) of the Sale Bonuses.
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Closing Tax Benefit means forty percent (40%) of the sum of the total payments hereunder to holders of In the Money Options.
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Closing Tax Benefit has the meaning set forth in Section 3.3(h)(i).
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Examples of Closing Tax Benefit in a sentence

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

  • Protest Notice; other amounts and issues related to the Closing Tax Benefit Amount having been accepted by the Seller[s] are considered settled, final, and binding on the Parties.”69 Darling agreed to sign the February Engagement Letter.

  • Sellers’ Opening Br. 18.never-ending dispute resolution process and an unfinalized Closing Tax Benefit Amount.

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

  • Darling asserts that this spreadsheet has no relevance to the calculation of the Closing Tax Benefit Amount and was instead delivered to the Sellers so that they could prepare their tax returns.

  • Engagement Letter 4 (“[Deloitte] will consider only those specific items of disagreement identified by the Sellers’ Representative in its Protest Notice; other amounts and issues related to the Closing Tax Benefit Amount having been accepted by the Sellers’ Representative are considered settled, final, and binding on the Parties.”).therefore reasonable under Section 2.5(e) of the Agreement.147 Darling is entitled to a declaration to that effect.148C.

  • 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.

  • Darling provided the Closing Tax Benefit Amount with the Proposed Allocation, before the Final Allocation had been determined.

  • Ex. N.the tax basis in the acquired assets and assumed liabilities; and (4) to reflect an indemnity escrow.24Darling’s calculations yielded a Closing Tax Benefit Amount of $63,568,000.25 Since the Closing Tax Benefit Amount was less than the $92,600,000 Estimated Tax Benefit Amount, Darling asked that the Sellers pay it the $29,032,000 difference in accordance with Section 2.5(h)(i) of the Agreement.26E.

  • 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.


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.
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Related to Closing Tax Benefit

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • Pre-Closing Tax Period means any Tax period ending on or before 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 prior to the Closing Date.

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

  • Tax Benefit means any refund, credit, or other reduction in otherwise required Tax payments.

  • 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 period beginning and ending after the Distribution Date.

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

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • 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 any item of deduction or expense) of a Taxpayer for any taxable period. Except as otherwise provided in this Agreement, a Tax Detriment shall be deemed to have been realized or incurred from a Tax Item in a taxable period only if and to the extent that the Tax liability of the Taxpayer for such period, after taking into account the effect of the Tax Item on the Tax liability of such Taxpayer in the current period and all prior periods, is more than it would have been had such Tax liability been determined without regard to such Tax Item.

  • Pre-Closing Straddle Period means the portion of a 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).