Modified Aggregate Deemed Sales Price definition

Modified Aggregate Deemed Sales Price means the amount resulting from the Elections, determined pursuant to Treasury Regulation (S) 1.338(h)(10)-1(f) without regard to items described in Treasury Regulation (S) 1.338(h)(10)- 1(f)(4)(ii) (it being understood that AOL may take such items into account in filing Tax Returns).

Modified Aggregate Deemed Sales Price means an amount resulting from the Election, determined pursuant to Treasury Regulation (S) 1.338(h)(10)- 1(f) without regard to items described in Treasury Regulation (S) 1.338(h)(10)-1(f)(4) (provided that the Sellers may take such items into account in filing Tax Returns.) The term "Election Tax Cost" shall mean, with respect to each Seller, (A) the excess, if any, of (x) the net ordinary income and capital gain recognized by such Seller as a consequence of the Election multiplied by a tax rate of 44% for ordinary income and 24% for capital gain, as the case may be, over (y) the net long-term capital gain that would have been recognized by such Seller on the sale of his Shares if the Election had not been made multiplied by 24%, divided by (B) the excess of 100 percent over the applicable percentage described in clause (x).

Modified Aggregate Deemed Sales Price shall have the meaning set forth in Section 4.7(d).

Examples of Modified Aggregate Deemed Sales Price in a sentence

• If the Election is made, the Election Tax Cost (as determined hereunder) shall be paid as additional Purchase Price by the Buyer to the Sellers and the Buyer and Sellers shall report, in connection with the determination of Taxes, the transactions contemplated by this Agreement in a manner consistent with the Election, the computation of the Election Tax Cost, the Modified Aggregate Deemed Sales Price (as defined below) and the Deemed Sales Price Allocation (as defined below).

• Prior to the filing of such Tax Returns, Parent and Purchaser shall agree upon the portion of the "Modified Aggregate Deemed Sales Price" (as defined under applicable Treasury Regulations) to be allocated to the assets that are the subject of such Tax Returns, which allocation shall be binding for purposes of Section 8.4.

• The parties' agreement on the amount of the "Modified Aggregate Deemed Sales Price" and the Accounting Firm's resolution of disputed items with respect thereto shall be final and binding on the parties.

• Such allocation shall be used for purposes of determining the Modified Aggregate Deemed Sales Price, as defined under applicable Treasury Regulations and in reporting the deemed sale of assets of the Inso Subs in connection with the Section 338(h)(10) Election.

• If the parties make a Section 338 Election, the parties agree that the "Adjusted Grossed-Up Basis" the "Aggregate Deemed Sale Price", the "Modified Aggregate Deemed Sales Price" as such terms are defined in the Code, and any other required allocations shall be allocated to the assets of STI as may be determined by August and such allocation shall be used by the parties with respect to all tax returns filed by the parties and in connection with a Section 338 Election.

More Definitions of Modified Aggregate Deemed Sales Price

Modified Aggregate Deemed Sales Price has the meaning set forth in Section 6.1(b)(ii).

Modified Aggregate Deemed Sales Price means an amount resulting from the Section 338(h)

Modified Aggregate Deemed Sales Price shall have the meaning ------------------------------------- ascribed to such term in Section 11.9(c).

Modified Aggregate Deemed Sales Price shall have the meaning specified in Section 7.7(b)(ii).

Modified Aggregate Deemed Sales Price with respect to PBBC (within the meaning of, and in accordance with, Treasury Regulation Section 1.338(h)(10)-1(f). Schedule 3.6 sets forth the proper allocations of the Modified Aggregate Deemed Sale Price among the respective assets of PBBC (in accordance with Code Section 338(b)(5) and the Treasury regulations promulgated thereunder).Sleepmaster, the Surviving Corporation, PBBC and the Company Stockholders shall be bound by such determinations and allocations for all purposes (including financial, accounting and tax reporting purposes).Sleepmaster, the Surviving Corporation, PBBC and the Company Stockholders will prepare and file their respective tax returns and information reports in a manner and on a basis consistent with such determinations and allocations. None of PBBC, the Company's Stockholders, the Surviving Corporation and Sleepmaster shall take any position (on any applicable tax return, in any proceeding before any taxing authority or otherwise) for purposes of federal, state or local income tax, respecting the foregoing determinations and allocations which is inconsistent with the determinations and allocations so agreed upon by the Parties in accordance with this Section. In the event that such values set forth in the Allocation Schedule attached hereto is disputed by any taxing authority, the party receiving notice of the dispute shall promptly notify the Representative and Sleepmaster, as the case may be, concerning resolution of the dispute. 24

Modified Aggregate Deemed Sales Price shall have the meaning ascribed to it under the Treasury Regulations promulgated under Section 338 of the Code.

Modified Aggregate Deemed Sales Price means an amount resulting from the Election, determined pursuant to Treasury Regulation (S)1.338(h)(10)- 1(f) without regard to items described in Treasury Regulation (S)1.338(h)(10)- 1(f)(4) (provided that the Sellers may take such items into account in filing Tax Returns). The term "Election Tax Cost" shall mean, with respect to each Seller, (A) the excess, if any, of (x) the net ordinary income and capital gain recognized by such Seller as a consequence of the Election multiplied by such Seller's net effective federal and state income tax rate applicable to ordinary income and capital gain, as the case may be, in effect on the Closing Date, over (y) the net long-term capital gain that would have been recognized by such Seller on the sale of his Shares if the Election had not been made multiplied by such Seller's net effective federal and state income tax rate applicable to long-term capital gain on the sale of stock, divided by (B) the excess of 100 percent over the applicable percentage described in clause (x).