Indemnity Tax Benefit definition

Indemnity Tax Benefit has the meaning set forth in Section 7.6.
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Indemnity Tax Benefit means any refund of Taxes paid or reduction in the amount of cash Taxes paid or payable attributable to such indemnified Losses determined on a with-and-without basis and assuming that the Company recognizes all other items of income, gain, loss, deduction or credit and uses all net operating losses or net operating loss carryovers, carryforwards or carrybacks, before realizing any Indemnity Tax Benefit.
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Indemnity Tax Benefit has the meaning set forth in Section 10.7.
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Examples of Indemnity Tax Benefit in a sentence

  • The amount of any Loss subject to indemnification under Section 8.02, Section 8.03 or Section 8.05 shall be calculated net of (i) any Indemnity Tax Benefit inuring to the Indemnitee on account of such Loss within the four year period after the Closing Date and (ii) any insurance proceeds received or receivable by the Indemnitee on account of such Loss.

  • If the Indemnitee receives an Indemnity Tax Benefit relating to a Loss after an indemnification payment is made to him, her or it with respect to such Loss (and in the taxable year of the Loss or the immediately succeeding taxable year), the Indemnitee shall promptly pay to the Indemnitor that made such indemnification payment the amount of such Indemnity Tax Benefit at such time or times as and to the extent that such Indemnity Tax Benefit is actually realized or received by the Indemnitee.

  • The amount of the payment made on account of the disallowance of the Indemnity Tax Benefit shall be treated as a payment under this Article 7 for all purposes thereof.

  • The Indemnified Party will pay to the Indemnifying Party the amount of any Indemnity Tax Benefit realized by the Indemnified Party after receiving any indemnification payment attributable to the Losses or Taxes that was not taken into account in the calculation of Losses (but not in excess of the indemnification payment received from the Indemnifying Party with respect to such Losses or Taxes) promptly after such Indemnity Tax Benefits are realized.

  • Subject to the time limitation set forth in the preceding sentence, if the Indemnitee receives a Indemnity Tax Benefit after an indemnification payment is made to it, the Indemnitee shall promptly pay to the Person or Persons that made such indemnification payment the amount of such Indemnity Tax Benefit at such time or times as and to the extent that such Indemnity Tax Benefit is realized by the Indemnitee.

  • In the event the Indemnity Tax Benefit giving rise to a reduction in an indemnity payment is subsequently disallowed by the applicable Tax authority, then the Indemnifying Party shall pay to the Indemnified Party the amount of the related reduction in the prior payment within 10 days of receipt of notice from such party setting forth in reasonable detail the circumstances surrounding such disallowance or loss and the amount of the payment required hereunder.

  • For purposes hereof, “Indemnity Tax Benefit” shall mean any refund of Taxes paid or reduction in the amount of cash Taxes paid or payable attributable to such indemnified Losses determined on a with-and-without basis and assuming that the Company recognizes all other items of income, gain, loss, deduction or credit and uses all net operating losses or net operating loss carryovers, carryforwards or carrybacks, before realizing any Indemnity Tax Benefit.

  • The amount of any Losses subject to indemnification under Section 10.2 shall be calculated net of any Indemnity Tax Benefit actually realized by the Indemnitee on account of Losses in the taxable year of the Losses or the immediately succeeding taxable year and increased to take into account any Tax cost actually realized as a result of the receipt of the related indemnity payment.


More Definitions of Indemnity Tax Benefit

Indemnity Tax Benefit means any refund of Taxes paid or payable or reduction in the amount of Taxes which otherwise would have been paid, in each case computed at the highest marginal tax rates applicable to the recipient of such benefit. The Indemnitee shall use reasonable best efforts to seek full recovery under all insurance policies covering any Loss to the same extent as it would if such Loss were not subject to indemnification hereunder. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be made promptly to the Person or Persons that provided such indemnity payments to such Indemnitee.
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Indemnity Tax Benefit means, with respect to any Loss for which indemnity is paid under Article 8, all items of deduction, loss or credit arising out of any such Loss.
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Indemnity Tax Benefit is defined in Section 11.4(g).
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Related to Indemnity Tax Benefit

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

  • 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.

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

  • Indemnity Payment shall have the meaning set forth in Section 4.4(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.

  • 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 Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • 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.

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

  • Tax Indemnitee means (a) WTNA and Mortgagee, (b) each separate or additional trustee appointed pursuant to the Trust Indenture, (c) each Note Holder and (d) the respective successors, assigns, agents and servants of the foregoing.

  • 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.

  • 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 Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

  • 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.

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • 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.

  • 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.

  • Carryback means any net operating loss, net capital loss, excess tax credit, or other similar Tax item which may or must be carried from one Tax Period to another Tax Period under the Code or other applicable Tax Law.

  • 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).

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