Incremental Tax Liability definition

Incremental Tax Liability means the amount by which the Owners' federal income tax liability with respect to the shares of Group 1 Common Stock received at Closing exceeds the amount of any such tax liability had the shares of Group 1 Common Stock been valued at $14.00 per share at Closing. SCHEDULE OF DEFINED TERMS The following terms when used in the Agreement shall have the meanings set forth below unless the context shall otherwise require:
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Incremental Tax Liability shall have the meaning set forth in Section 5.16.
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Incremental Tax Liability means, on an After-Tax Basis, the excess, if any, (a) of the amount of Taxes (including Transfer Taxes) actually incurred by the Seller and its Subsidiaries as a result of or attributable to (i) the sale of the Shares and (ii) the sale of the stock of any Foreign Subs that are purchased by the Buyer or its designated affiliate or affiliates pursuant to this Section 1.14, over (b) the amount of Taxes that would have been incurred by the Seller and its Subsidiaries if the Buyer had purchased only the Shares. For purposes of subclause (a) of the immediately preceding sentence, the amount of the Taxes shall be determined (x) taking into account the amount of any foreign tax credits generated (and actually utilized to reduce Taxes) as a result of the purchase of the stock of any Foreign Subs pursuant to this Section 1.14, provided, however, that in determining the amount of such credits to be taken into account to reduce the Incremental Tax Liability, such credits shall equal the product of (I) the foreign tax credits generated as a result of the purchase of the stock of the Foreign Subs multiplied by (II) a fraction, the numerator of which is foreign tax credits that are actually utilized in the taxable year of such purchase to reduce the Seller's Tax liability and the denominator of which is the total amount of all foreign tax credits (including credit carryforwards) available to the Seller in such taxable year; and (y) taking into account any Taxes incurred as a result of the Subpart F provisions of the Code, Section 1248 of the Code and the passive foreign investment company (PFIC) rules, or any other similar applicable U.S. tax rules, including for this purpose, any such Taxes incurred as a result any activities of the Buyer, in the period beginning on the Closing Date and ending the last date of the Company's and each of its Subsidiaries first U.S. taxable year-end following the Closing. "After Tax Basis" means that, in determining the amount of the Incremental Tax Liability required to be paid pursuant to this Section 1.14, the amount required to be paid shall be increased ("grossed up") by the amount necessary to satisfy (x) any Tax liabilities incurred by Seller and its Subsidiaries solely as a result of the receipt, or right to receive, such payment and (y) any Tax liabilities incurred by Seller and its Subsidiaries as a result of payments pursuant to clause (x) of this sentence and this clause (y), so that, subject to the preceding sentence (relating...
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Examples of Incremental Tax Liability in a sentence

  • In the event of an audit, Prograph shall be entitled to participate therein, and each Shareholder shall not agree to any consensual resolution thereof which results in an increase in the aggregate Incremental Tax Liability without Prograph's prior written consent.

  • If agreement cannot be reached within 15 days after such computation is provided to Prograph, the determination of Incremental Tax Liability will be referred to an accounting firm acceptable to the Shareholder and Prograph, each of which shall provide such firm with a schedule showing in reasonable detail its determination of the amount of Incremental Tax Liability.

  • The party whose determination of Incremental Tax Liability provided to the accounting firm differs from the value determined by such firm by the larger amount shall bear the expenses of the determination by the accounting firm.

  • In the event that any of the Seller’s actual Incremental Tax Liability is less than Buyer’s payment of estimated Incremental Tax Liability, the Seller who has been overpaid shall be responsible for the refund to Buyer of the amount of Buyer’s overpayment within 10 days of such determination.

  • As used herein the "Discounted Tax Liability" shall mean the Incremental Tax Liability, discounted to a present value based on an annual interest rate of 6% over a five year period.

  • Within 15 days after the revised Incremental Tax Liability is determined, Prograph shall pay the Shareholder or the Shareholder shall pay to Prograph the difference between the Incremental Tax Liability as previously computed and the revised Incremental Tax Liability.

  • The computation of the Incremental Tax Liability and Discounted Tax Liability shall be set forth in a statement accompanying the applicable Tax Forms and shall be subject to review by Buyer to its reasonable satisfaction.

  • Prior to the Closing Date, Parent, Seller and Purchaser shall each use their best efforts, and shall each cause their Affiliates and agents to use their best efforts, to determine the net additional Tax, if any, that would be payable by Parent or Seller to any taxing authority if Purchaser were to elect to undertake the Enyce Purchase that would not have been payable if Purchaser were not to make such election (the "Incremental Tax Liability").

  • Each Shareholder and Prograph will use their best efforts to agree as to the amount of the Shareholder's Incremental Tax Liability.

  • Prograph shall pay to the Shareholder the amount of Incremental Tax Liability as determined pursuant to this Section 8.5(b) within 15 days after the amount of Incremental Tax Liability is determined.


More Definitions of Incremental Tax Liability

Incremental Tax Liability means any Election Tax liability of any nature incurred by Sellers in excess of any Taxes that Sellers would pay if such election had not been made, including as a result of any change from treatment of the Company as a cash basis taxpayer to an accrual basis taxpayer. Buyer agrees that prior to making such an election, Buyer shall agree with the Representative as to the amount of such estimated Incremental Tax Liability, taking into account all Election Taxes with respect to such payment and Buyer’s obligation to provide Sellers with a payment sufficient to pay all Election Taxes incurred by Sellers (including any amount of taxes imposed on the Company which Buyer fails to pay in accordance with the last sentence of Section 7.5(h)(i)) resulting from the Section 338(h)(10) election and the payment contemplated by this subsection. Buyer agrees to make, as additional Purchase Price amount, a one-time payment of such agreed upon amount to each of Sellers promptly (and in any event no later than 20 days before Sellers are required to make the applicable tax payment). In the event that Sellers’ actual Incremental Tax Liability for the taxable year in which the Closing occurred attributable to such Section 338(h)(10) election, taking into account the Election Taxes with respect to such payment is greater than the amount of the preliminary estimate of Incremental Tax Liability, Buyer shall promptly (and in any event within 60 days after receiving notice of the amount of the underpayment) pay the amount of such shortfall to the Representative, and the Representative shall promptly distribute such payment among Sellers. In the event that any of the Seller’s actual Incremental Tax Liability is less than Buyer’s payment of estimated Incremental Tax Liability, the Seller who has been overpaid shall be responsible for the refund to Buyer of the amount of Buyer’s overpayment within 10 days of such determination.
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Related to Incremental Tax Liability

  • 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.

  • 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 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.

  • 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.

  • Incremental Income Taxes is defined in Section 6.9.

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

  • Incremental Term Loan has the meaning set forth in Section 2.14(b).

  • Tax Increment means the difference between:

  • Estimated Incremental Quarterly Tax Amount has the meaning assigned to such term in Section 6.9.

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

  • Incremental income tax means the total amount withheld

  • Additional Taxes means taxes, duties or other governmental charges imposed on the Trust as a result of a Tax Event (which, for the sake of clarity, does not include amounts required to be deducted or withheld by the Trust from payments made by the Trust to or for the benefit of the Holder of, or any Person that acquires a beneficial interest in, the Securities).

  • Tax Liabilities means all liabilities for Taxes.

  • Property tax increment means the amount obtained by:

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

  • Incremental property taxes means the taxes as provided in Iowa Code sections 403.19 and 260E.4. “Industry” means a business engaged in interstate or intrastate commerce for the purpose of manufacturing, processing, or assembling products, conducting research and development, or providing services in interstate commerce, but excludes retail, health, or professional services. An industry is a business engaged in activities described as eligible in the Act rather than the generic definition encompassing all businesses in the state doing the same activities. An industry is considered to be a single, corporate entity or operating subdivision. An industry which closes or substantially reduces its operation in one area of the state of Iowa and relocates substantially the same operation in another area of the state is not eligible for a project. This definition does not prohibit a business from expanding its operations in another area of the state provided that existing operations of a similar nature are not

  • Incremental Term Loan Amount means, at any time, the excess, if any, of (a) $25,000,000 over (b) the sum of (i) the aggregate increase in the Revolving Credit Commitments established at or prior to such time pursuant to Section 2.24 and (ii) the aggregate amount of all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.25.

  • Incremental Term Loans has the meaning specified in Section 2.14(a).

  • Incremental Term Facility has the meaning assigned to such term in Section 2.22(a).

  • 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.