Repatriation Costs means an amount equal to 10% of all Cash and Cash Equivalents (excluding all Excess Cash) in excess of an aggregate amount of Cash and Cash Equivalents equal to $50,000,000 held by the Conveyed Companies organized outside the United States as of the Closing.
Repatriation Costs means the following reasonable and necessary expenses incurred by an Insured Organization because of Repatriation:
Repatriation Costs any costs related to transferring cash from one tax jurisdiction to another; "Seller's Accountants" Deloitte, Xxxxxxx & Sells;
Examples of Repatriation Costs in a sentence
It is also intended that, except as specifically provided in the case of a Divestiture or Early Termination Payment, the provisions of this Agreement provide that eighty-five percent (85%) of each of the U.S. Realized Tax Benefit and U.K. Realized Tax Benefit for all years less certain Repatriation Costs (to the extent expressly provided in Section 3.01(b)) be paid to the Shareholders pursuant to this Agreement.
The Borrower and BV shall fail to maintain (in separate identifiable Bank Accounts or bank accounts of BV or both) at least $20,000,000 in the aggregate of freely available cash or Cash Equivalent Investments (after subtracting Anticipated Repatriation Costs from the amount of cash and Cash Equivalent Investments on hand at BV).
Harsco and Buyer shall, prior to the Closing, cooperate in good faith and acting reasonably to revise the Repatriation Schedule so that it reflects the applicable tax rate for each non-U.S. jurisdiction in which the Target Entities have Cash taken into account in computing the Repatriation Costs.
More Definitions of Repatriation Costs
Repatriation Costs means, upon the termination of this Agreement, the reasonable and documented costs incurred by the Service Company or the Delegee in moving the Delegee and his or her family and their personal effects back to the country in which they lived prior to the delegation hereunder.
Repatriation Costs of any Person as of any date, means the amount of any Taxes that would be payable in cash if all Cash of such Person and its Subsidiaries as of such date held or located in a jurisdiction other than the United States were repatriated to any direct or indirect parent entity that is organized in the United States and treated as a corporation for U.S. federal tax purposes; provided, however, that in no event shall the Repatriation Costs calculated in accordance with this definition with respect to any Person on any date, exceed one percent (1.0%) of all Cash of such Person and its Subsidiaries as of such date held or located in a jurisdiction other than the United States.
Repatriation Costs any costs related to transferring cash from one tax jurisdiction to another; *** Denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. "Seller's Accountants" Deloitte, Xxxxxxx & Sells;
Repatriation Costs means the aggregate amount of (x) any applicable withholding and other Taxes imposed or that would be imposed on the distribution(s) of Excess Capped Country Cash, Excess Specified Country Cash or Excess Soft Cap Other Country Cash, as the case may be, to the United States, (y) any U.S., state, local or foreign income Taxes imposed or that would be imposed with respect to the receipt of such distribution(s) and (z) any reasonable and necessary out-of-pocket costs that would be incurred to lawfully repatriate to the United States such Excess Capped Country Cash, Excess Specified Country Cash or Excess Soft Cap Other Country Cash, as the case may be, as of the day immediately following the Closing Date. For purposes of the preceding clause (iii), (a) repatriation shall be deemed to occur as a dividend or return of capital up the legal entity chain of the Companies or the Subsidiaries, even if the relevant amounts cannot then be lawfully repatriated in such manner and (b) in determining Repatriation Costs, Excess Specified Country Cash shall be deemed repatriated from each Specified Country in an amount equal to the product of (I) the total amount of Excess Specified Country Cash and (II) a fraction, the numerator of which is the portion of the Specified Country Cash Amount held by the Companies or Subsidiaries in such Specified Country, and the denominator of which is the Specified Country Cash Amount. For purposes of the preceding clause (iv), (a) repatriation shall be deemed to occur as a dividend or return of capital up the legal entity chain of the Companies or the Subsidiaries, even if the relevant amounts cannot then be lawfully repatriated in such manner and (b) in determining Repatriation Costs, Excess Soft Cap Other Country Cash shall be deemed repatriated from each Other Country in an amount equal to the product of (I) the total amount of Excess Soft Cap Other Country Cash and (II) a fraction, the numerator of which is the portion of the Other Country Cash Amount held by the Companies or Subsidiaries in such Other Country, and the denominator of which is the Other Country Cash Amount.
Repatriation Costs means, in the case of a distribution from the U.K. Group to the U.S. Group needed to fund all or any portion of a Tax Benefit Payment resulting from a U.K. NOL, the actual current net cash Tax cost that would be incurred by the U.S. Group as a result of such distribution, determined using a “with and without” methodology (and taking into account available exemptions (e.g., for previously taxed earnings or returns of capital) and available foreign tax credits); provided, for the avoidance of doubt, that the use of a U.S. NOL shall be treated for this purpose as a cash Tax cost (equal to the tax savings resulting from such U.S. NOL) but (if such U.S. NOL is actually used) will not preclude such U.S. NOL utilization from giving rise to a Tax Benefit Payment in respect of such U.S. NOL.
Repatriation Costs means an amount equal to 10% of all Cash and Cash Equivalents (excluding all Excess Cash) in excess of an aggregate amount of Cash and Cash Equivalents equal to$50,000,000 held by the Conveyed Companies organized outside the United States as of the Closing.
Repatriation Costs means any out-of-pocket costs (other than Taxes), withholding Taxes and U.S. Taxes arising from any Covered Distribution payable (less Repatriation Costs) to Seller under this Section 7.03(b). After an applicable Closing, Purchaser shall use reasonable best efforts (i) to cause the Transferred Subsidiaries acquired at or after such Closing to make sufficient Covered Distributions to the Purchaser so that the total payments actually made under this Section 7.03(b) to Seller plus the Repatriation Cost equal the Total Excess Cash and (ii) to minimize the Repatriation Costs attributable to any Covered Distribution payable to Seller under this Section 7.03(b), it being understood that Section 13.01(a)(ix) does not apply if and to the extent this Section 7.03(b) applies. Seller and Purchaser shall cooperate in good faith in respect of any Post-Signing Restructuring Action.