Offsetting Tax Benefit definition

Offsetting Tax Benefit means the amount of any Tax Benefit which is realized by the Benefitted Party in one or more subsequent taxable periods attributable to or relating to an adjustment with respect to Taxes in a prior taxable period.
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Offsetting Tax Benefit shall have the meaning ascribed to it in Section 11.5 hereof.
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Offsetting Tax Benefit means the amount of any Tax Benefit realized or to be realized by the Benefitted Party in a subsequent taxable period (including, without limitation, a taxable period ending after the Closing Date) attributable to, realized (or to be realized) in connection with or relating to an adjustment with respect to Taxes in a prior taxable period. For purposes of the determination of the amount of any Tax Benefit which is not currently realized, (i) the Benefitted Party shall be assumed to have sufficient taxable income to use any Tax Benefit in the taxable period or periods in which such Tax Benefit will first arise; (ii) the Effective Tax Rate (as hereinafter defined) in the most recent applicable taxable period shall be treated as applying to such Tax Benefit to be realized in such future taxable period; (iii) the amount of Tax Benefits shall be discounted to the present value of such Tax Benefits, determined using a discount rate equal to the applicable federal rate under Section 1274(d) of the Code for the period over which such Tax Benefits are assumed to be realized under clause (i) above; and (iv) appropriate adjustments shall be made taking account of any income recognition resulting from such Tax Benefit for any of the Companies in any period covered by the Other Returns, using the assumptions and discounting convention provided in this Section 4.5(k). The term "Effective Tax Rate" means the sum of (i) the maximum federal income tax rate imposed on corporations for the period in question plus (ii) the product of (A) the weighted average of the maximum state and local income tax rates imposed by all jurisdictions entitled to tax income of the applicable corporation times (B) one minus the maximum federal income tax rate referred to in clause (i).
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Examples of Offsetting Tax Benefit in a sentence

  • The amount for which an Indemnifying Party shall be liable for indemnification under this Article X shall be reduced by: (i) any Offsetting Tax Benefit (as hereinafter defined); and (ii) the amount of any valid set off against the claim giving rise to such right of indemnification by the amount of any final judgment rendered or settlement effected as a result of a counterclaim or third party complaint arising out of or relating to such claim.

  • For such purposes, "Tax Benefits" means any net reduction in Taxes actually realized by Buyer, Holdings or any Subsidiary, including, without limitation, an Offsetting Tax Benefit.

  • In calculating the amount of any claim for indemnification under Article IX hereunder, any amount payable shall be reduced by (i) any Tax Benefit realized in connection with the payment, incurrence or accrual of the indemnified loss, calculated at the Effective Tax Rate, and (ii) the Offsetting Tax Benefit, calculated at the Effective Tax Rate.

  • The term "Offsetting Tax Benefit" means the amount of any Tax Benefit actually realized by Buyer, Holdings, its Subsidiaries or any Affiliate thereof in a subsequent taxable period (including, without limitation, a taxable period ending after the Closing Date) attributable to, realized in connection with or relating to an adjustment with respect to Taxes in a prior taxable period which adjustment is subject to indemnification by the Sellers hereunder.


More Definitions of Offsetting Tax Benefit

Offsetting Tax Benefit means the amount of any Tax Benefit realized or to be realized by the Benefitted Party in a subsequent taxable period (including, without limitation, a taxable period ending after the Closing Date) attributable to, realized (or to be realized) in connection with or relating to an adjustment with respect to Taxes in a prior taxable period. For purposes of the determination of the amount of any Tax Benefit which is not currently realized, (i) the Benefitted Party shall be assumed to have sufficient taxable income to use any Tax Benefit in the taxable period or periods in which such Tax Benefit will first arise; (ii) the effective tax rate of 41% shall be treated as applying to such Tax Benefit to be realized in such future taxable period; (iii) the amount of Tax Benefits shall be discounted to the present value of such Tax Benefits, determined using a discount rate equal to the applicable federal rate under Section 1274 (d) of the Code for the period over which such Tax Benefits are assumed to be realized under clause (i) above. Interest will accrue on any Tax claims beginning the earlier of (i) the date of such amount was received if owing to the other party, or (ii) 30 days after a written claim has been made to the indemnifying party. Interest shall accrue at the applicable rate charged by the Internal Revenue Service for overpayments.
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Offsetting Tax Benefit means the amount of any Tax Benefit realized by the Benefitted Party in one or more subsequent taxable periods (including, without limitation, a taxable period ending after the Closing Date) attributable to or relating to an adjustment with respect to Taxes in a prior taxable period. In the event that a final determination of an adjustment by a taxing authority results in a disallowance of a deduction, loss, refund, credit or other Tax benefit with respect to which a Tax Benefit or Offsetting Tax Benefit was previously paid or taken into account, the Indemnifying Party shall refund to the Indemnitee any resulting reduction in the Tax Benefit or Offsetting Tax Benefit.
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Offsetting Tax Benefit shall have the meaning set forth in Section 10.5. “Optional Termination Date” shall have the meaning set forth in Section 11.1(d). “Person” shall mean an individual, a partnership, a corporation, limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).
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Offsetting Tax Benefit means the aggregate amount by which the liability of the Indemnified Party, its affiliates, or any of them, with respect to Taxes is reduced (by way of deduction, credit, entitlement to refund or otherwise, whether available in the then current taxable year or as an adjustment to taxable income in any other taxable year or as a carry-forward or carry-back to subsequent or preceding taxable years, as applicable) by reason of the claim giving rise to such right of indemnification.
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Related to Offsetting 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.

  • 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.

  • 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.

  • 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 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 Benefit Payment is defined 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.

  • 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.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • 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.

  • Recovered tax increment value means, except as otherwise

  • 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.

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

  • 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.

  • 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 Item means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

  • Tax Asset means any federal or state net operating loss, net capital loss, general business credit, foreign tax credit, charitable deduction, or any other loss, credit, deduction, or tax attribute which could reduce any Tax (including, without limitation, deductions, credits, alternative minimum net operating loss carryforwards related to alternative minimum taxes or additions to the basis of property).

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

  • 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.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • UK Tax Deduction means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document, other than a FATCA Deduction.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

  • Tax Attributes means net operating losses, capital losses, tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, tax bases, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).