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.
View Source
Offsetting Tax Benefit has the meaning set forth in Section 9.13.
View Source
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).
View Source

Examples of Offsetting Tax Benefit in a sentence

  • 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.

  • 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.


More Definitions of Offsetting Tax Benefit

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.
View Source
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).
View Source
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.
View Source
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.
View Source

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.