Notional Tax definition

Notional Tax means the amount of Tax that would have been payable by the Seller on the Purchase Consideration (excluding for these purposes any adjustments to the Purchase Consideration under clauses 8.6 to 8.9) had Closing occurred on 5 April 2008, provided that such amount shall be assumed to be at least 15% of the Purchase Consideration (excluding for these purposes any adjustments to the Purchase Consideration under clauses 8.6 to 8.9).
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Examples of Notional Tax in a sentence

  • The arbitrator shall have access to the working papers prepared by each of the Vendors and the Purchaser relating to their respective determinations of Working Capital and the Notional Tax Return.

  • In the event any Tax Return filed with a Governmental Entity reflects a deduction for In-the-Money Warrants, (i) the Notional Tax Amount shall be promptly recalculated reflecting such deductions and (ii) Westway Group shall pay to Buyer within ten (10) days of the filing of such Tax Return the amount (if any) by which the Notional Tax Amount was reduced.

  • For the avoidance of doubt, Section 8.1(b) does not constitute an indemnity for any other Tax liabilities of the Sellers, and Buyer shall not be required to indemnify Sellers under Section 8.1(a) to the extent the amount for which indemnification otherwise would be available is taken into account in the calculation of the Notional Tax Amount.

  • If the Parties fail to reach agreement as to the calculation or determination of Working Capital or the Notional Tax Return pursuant to this Schedule, or otherwise as provided in the Agreement, the matter in dispute shall be resolved by a single arbitrator pursuant to the provisions of The Arbitration Act (R.

  • The Basic Purchase Price shall be increased or decreased, as the case may be, by the amount of the value of Working Capital as at the Reference Time as finally determined in accordance with this Schedule "B", including as a current liability, the amount of any Tax payable as determined in the Notional Tax Return.

  • The Representative (or its designated -------------------------------- agents) shall have the right to inspect the records, files and books of account of the Company relating to taxes of the Company for purposes of verifying the estimates of the Actual Tax Amount and the Notional Tax Amount, at reasonable times during business hours, upon advance notice to the Company.

Related to Notional Tax

  • Additional Tax means in addition to Restaurant Tax. (C) “Additional Tax” means in addition to Commercial Lease. Review each City/Town for tax on Food for Home Consumption. (B) If you report under Hotel (Business code 044), this city has an Additional Hotel tax rate that must be applied and reported (Business Code 144). (D) Report amount due on materials purchased exempt from tax and incorporated into a Maintenance, Repair, Replacement or Alteration (MRRA) project. (E) When reporting for Short Term Motor Vehicle you must report Business Code 214 and 114 for this City.

  • Notional Total Profit with respect to any number of shares as to which Grantee may propose to exercise this Option shall be the Total Profit determined as of the date of such proposed exercise assuming that this Option were exercised on such date for such number of shares and assuming that such shares, together with all other Option Shares held by Grantee and its affiliates as of such date, were sold for cash at the closing market price for the Common Stock as of the close of business on the preceding trading day (less customary brokerage commissions).

  • 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.

  • Class X-D Notional Amount With respect to the Class X-D Certificates as of any date of determination, the sum of the Component Notional Amounts of the Class X-D Components.

  • 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).