Company Tax Benefits definition

Company Tax Benefits means the amount of reduction in Tax liability realized and any Tax refunds obtained in any Tax period of the Company Group that is attributable to (i.e., would not be available but for) any deductions available to the Company Group with respect to the Transaction Tax Deductions.
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Company Tax Benefits means the amount of reduction in Tax Liability realized and any Tax refunds obtained in any Tax period of any Acquired Company that is attributable to (i.e. would not be available but for) any deductions available to such Acquired Company with respect to the option cancellation payments and the Transaction Payments; provided that no such reduction in Tax Liability or Tax refunds shall be taken into account as Company Tax Benefits (x) to the extent reflected as a reduction in Taxes payable for purposes of determining Net Working Capital, or (y) to the extent that they reduce amounts that the Sellers would otherwise have to pay pursuant to Section 5.18(a) or Section 5.18(b).
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Company Tax Benefits means the items (and the amounts thereof (or, to the extent such amounts are not known, good faith estimates of such amounts)) set forth on Schedule D, provided that (i) the amount of any compensation item shall be reduced by the amount of any employer-level Taxes payable by the Company or any of its Subsidiaries in respect of such item and (ii) on or prior to the Closing, the Company establishes through an opinion of counsel or other means reasonably satisfactory to the Buyer (which shall include the judgment, without need for a formal written opinion, of the Company’s regular outside tax return preparers) that there is “more likely than not authority” (within the meaning of Treasury Regulations § 1.6662-4(g)(4)) that each such item in the amount set forth on Schedule D is properly deductible by the Company or its Subsidiaries in taxable periods (or portions thereof) of the Company or its Subsidiaries ending on the Closing Date.
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Examples of Company Tax Benefits in a sentence

  • Within twelve months of the end of each taxable year the Company shall provide New Xxxxxx with an accounting setting forth the utilization of the Section 3.06(b) Tax Reduction and the Company Tax Benefits.

  • Any payments or refunds or credits for Taxes, or any payment of Buyer Tax Benefits or Company Tax Benefits, that are required to be paid under this Agreement shall be made within thirty (30) business days of receipt of any refund or thirty (30) business days of the actual realization of any tax benefit, as the case may be.

  • Notwithstanding anything in this Section 8.1 to the contrary, the parties hereto agree that any Company Tax Benefits shall be reflected on the applicable Tax Returns for the Tax periods that end on the Closing Date or, where applicable, the portion of a Straddle Period ending on (and including) the Closing Date, to the extent permitted by applicable Law.

  • Within twelve months of the end of each taxable year the Company shall provide New Morton with an accounting setting forth the utilizaxxxx xf the Section 3.06(b) Tax Reduction and the Company Tax Benefits.

  • Seller shall, promptly upon receiving any such notice, give Buyer written notice thereof.

  • Buyer shall pay or cause to be paid to the Sellers the amount of any Company Tax Benefits within ten (10) days after such Company Tax Benefits are actually realized or obtained.

  • The method to compensate the Sellers for the benefit associated with Tax deductions that neither reduce amounts the Sellers would otherwise have to pay pursuant to Section 5.18(a) or Section 5.18(b), nor are reflected as a reduction in Taxes payable for purposes of determining Net Working Capital, is through the payment of the Company Tax Benefits.

  • The method to compensate the Seller for the benefit associated with Tax deductions that neither reduce amounts the Seller would otherwise have to pay pursuant to Section 4.12(a) or Section 4.12(b), nor are reflected as a reduction in Taxes payable for purposes of determining Net Working Capital, is through the payment of the Company Tax Benefits.

  • The Buyer shall pay or cause to be paid to the Seller the amount of any Company Tax Benefits within ten (10) days after such Company Tax Benefits are actually realized or obtained.


More Definitions of Company Tax Benefits

Company Tax Benefits means the amount of reduction in Tax Liability realized and any Tax refunds obtained in any Tax period of the Companies that is attributable to (i.e. would not be available but for) any deductions available to the Companies with respect to the Transaction Payments; provided that no such reduction in Tax Liability or Tax refunds shall be taken into account as Company Tax Benefits (x) to the extent reflected as a reduction in Taxes payable for purposes of determining Net Working Capital, or (y) to the extent that they reduce amounts that the Sellers would otherwise have to pay pursuant to Section 4.12(a) or Section 4.12(b).
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Company Tax Benefits means an amount equal to the Company Tax Benefits as calculated in accordance with Exhibit D.
Sample 1
Company Tax Benefits means the amount set forth on Schedule 1.01(d).
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Related to Company Tax Benefits

  • 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.

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

  • NOLs means the Company’s net operating loss carryforwards.

  • Tax Attributes means net operating losses, capital losses, tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, tax bases, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

  • 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.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

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

  • 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.

  • 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).

  • Nonqualifying Income means any amount that is treated as gross income for purposes of Section 856 of the Code and which is not Qualifying Income.

  • 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.

  • Excise Tax means any excise tax imposed under section 4999 of the Code.

  • Realized Tax Benefit means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the Actual Tax Liability 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 Benefit unless and until there has been a Determination.

  • Income Tax Return means any Tax Return relating to Income Taxes.

  • Employment Taxes means all fees, Taxes, social insurance payments or similar contributions to a fund of a Governmental Authority with respect to wages or other compensation of an employee or other service provider.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Tax Refunds means refunds of any Cash paid by the Participating CCAA Parties on account of Taxes, refunded to such Participating CCAA Parties from time to time by the applicable Taxing Authorities;

  • Taxable Event means any change in control or other event which triggers the imposition of any Excise Tax on any Payment.

  • 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.

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

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

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Tax Refund means a refund of Taxes previously paid and any overpayment interest within the meaning of Section 6611 of the Code or any similar provision under applicable Tax Law (whether paid by way of a refund or credited against any liability for related Taxes).