Net Tax Cost definition

Net Tax Cost means the net amount of any federal, foreign, state or local income and employment taxes paid by the Participant with respect to the amount to be repaid hereunder (before the reduction for the Net Tax Cost), after taking into account any and all available deductions, credits, or other offsets allowable to the Participant (including, without limitation, any deduction permitted under the claim of right doctrine), and regardless of whether the Participant would be required to amend any prior income or other tax returns, subject to the Participant’s documentation that deductions, credits or other offsets otherwise available or allowable to the Participant could not be used as a result of the Participant’s actual tax position.

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Net Tax Cost means the net amount of any federal, foreign, state or local income and employment taxes paid by you in respect of the compensation or gain received that is subject to reimbursement, after taking into account any and all available deductions, credits or other offsets allowable to you (including, without limitation, any deduction permitted under the claim of right doctrine), and regardless of whether you would be required to amend any prior income or other tax returns, subject to your documentation that deductions, credits or other offsets otherwise available or allowable to you could not be used as a result of your actual tax position.

Net Tax Cost means the net amount of any federal, foreign, state or local income and employment taxes paid by the Executive in respect of the compensation received that is subject to reimbursement, after taking into account any and all available deductions, credits or other offsets allowable to the Executive (including, without limitation, any deduction permitted under the claim of right doctrine), and regardless of whether the Executive would be required to amend any prior income or other tax returns. The Executive agrees that, to the extent permitted under applicable law, the Company may seek reimbursement of such amounts from the Executive and may recapture such amounts by retaining the compensation or other amounts that would otherwise be due or payable to the Executive.

Examples of Net Tax Cost in a sentence

If they are unable to resolve such objection, the Committee Members shall submit the portions of the Determinations set forth in the Litigation Proceeds Certificate that are in dispute to an independent public accounting firm of national standing that shall have expertise in the valuation of assets and properties and U.S. federal income taxation (if the dispute relates to the calculation of the Net Tax Cost) (the “Firm”).
Except to the extent required under the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, repayments to the Company of amounts previously paid to you or of gain realized by you in connection with any option or equity award, as may be provided for in Sections 10.6.3 and 10.6.4 and Annex B, shall be reduced by the Net Tax Cost of amounts of previously paid compensation and/or gain, so that you shall not be required to pay to the Company amounts in excess of the amounts received by you on an “after tax” basis.
On the tenth business day following the date of receipt of such Tax Distribution Notice by the Escrow Agent, the Escrow Agent will pay to Parent the Net Tax Cost in immediately available funds from the Indemnification Escrow Account.
Ten business days prior to the final disbursement of funds from the Escrow Accounts and the termination of this Escrow Agreement under Section 4 hereof, Buyer will provide the Escrow Agent (with a copy to Sellers’ Representative) a Tax Distribution Notice setting forth an estimate of the Net Tax Cost from the end of the prior calendar year under this Escrow Agreement through the date of termination hereof and payment instructions.
The Net Tax Cost shall be paid to Parent prior to releasing the remaining Escrow Funds under Section 3(b)(v) of this Agreement.

More Definitions of Net Tax Cost

Net Tax Cost means the net amount of any federal, foreign, state or local income, employment or other taxes paid by the Executive in respect of Incentive Compensation received, after taking into account any and all available deductions, credits or other offsets allowable to the Executive, and which are not recoverable by the Executive through timely amending any prior income or other tax returns. The Executive shall seek all recoverable amounts in a prompt and diligent manner.

Net Tax Cost means, with respect to the receipt of the CVR Litigation Proceeds or the CVR Government Action Proceeds at any time, an amount equal to (A) the excess, if any, of (i) the product of (x) the CVR Litigation Proceeds and/or the CVR Government Action Proceeds, as applicable, multiplied by (y) the ratio of the amount of the Litigation Proceeds and the Government Action Proceeds that is currently includible in the gross income of the Company or any of its Affiliates for U.S. federal income tax purposes to the aggregate amount of the Litigation Proceeds and the Government Action Proceeds received by the Company, over (ii) the Net Tax Benefit; multiplied by (B) twenty percent (20%).

Net Tax Cost means, with respect to the receipt of the Claims Proceeds for a specific taxable period, an amount equal to the excess, if any, of (i) the federal and state income Taxes, if any, imposed on the Company or any of its Affiliates solely with respect to the receipt of such Claims Proceeds for such taxable period, over (ii) the Net Tax Benefit realized by the Company with respect to or in connection with the payment of such Claims Proceeds and such Claims Expenses. For purposes of calculating Net Tax Cost, the Claims Proceeds shall not include any Claims Proceeds received with respect to CVR rights that have been abandoned by the Holders or acquired by the Company under Section 1.06 of this Agreement.

Net Tax Cost means a Tax cost to the extent that it results in, with commercially reasonable steps capable of being taken by the Indemnified Party to minimize, a reduction in refund of or actual increase in Tax with respect to the taxable period in which the indemnification is paid or any prior Tax Period, or on any Tax Return with respect thereto.

Net Tax Cost means the net amount of any federal, foreign, state or local income and employment taxes paid by the Executive in respect of the compensation received that is subject to reimbursement, after taking into account any and all available deductions, credits or other offsets allowable to the Executive (including, without limitation, any deduction permitted under the claim of right doctrine), and regardless of whether the Executive would be required to amend any prior income or other tax returns. The Executive agrees that, to the extent permitted under applicable law, the Company may recapture any amounts that are otherwise payable to the Company pursuant to this Section 8.5 by retaining compensation or other amounts that would otherwise be due or payable to the Executive.

Net Tax Cost means the excess of the income allocated to the Seller from the Company's operations at the date of Closing for calendar year 1999 over the income allocated to Seller from the Company's operations for calendar year 1999 at July 31, 1999, multiplied by 19.6 % (excluding any transaction gains or losses, if any, resulting from the sale of Shares contemplated by this Agreement).

Net Tax Cost means the actual cost to the Seller, which shall include, without limitation, the actual tax cost resulting from any required tax allocations of the Company's federal and state taxable income (excluding taxable income, if any, resulting from the transaction contemplated by this Agreement), reduced by the amount of any benefit derived by the Seller from any increase in Seller's tax basis in the Shares that result from any such allocation(s). Purchaser further agrees to cause Seller to be nominated as one of the slate of nominees to serve on Purchaser's Board of Directors provided the Closing occurs on or before December 15, 1999.

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