Section 481 Adjustment definition

Section 481 Adjustment means the net section 481 adjustment (as such term is used in Treasury Regulation Section 1.448-1(g) and 1.481-1 and any similar provision of state or local Tax law) attributable to the change by the Company from the cash method of accounting to the accrual method of accounting for federal (and any applicable state and local) income Tax purposes as required by Section 448 of the Code (or similar provision of state or local Tax law) which will be recognized in a Taxable period ending after the Closing Date.
Sample 1Sample 2
Section 481 Adjustment means the estimated amount of corporate income tax (assuming a twenty-five percent (25%) corporate income tax rate) required to be paid by the Parent or the Surviving Entity by reason of the required inclusion in income under Section 481 of the Code (if any) arising from the Company’s change in method of accounting from the cash method to the accrual method after the Closing by reason of the Mergers.
Sample 1Sample 2
Section 481 Adjustment has the meaning referred to in Section 2.3(c)(ii).
Sample 1

Examples of Section 481 Adjustment in a sentence

  • If the Shareholders and ATS cannot agree on the determination of the Section 481 Adjustment or the Post-Closing Section 481 Adjustment, such disagreement shall be resolved by the Auditor in a manner consistent with that set forth in Section 2.4 hereof.

  • The key points to summarise from section 7 are as follows: • With the expertise of the Hill Group’s construction team, a set of achievable timescales has been outlined for bringing forward the development including a detailed construction programme, subject to the confirmation of the CPO.

Related to Section 481 Adjustment

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Spread Adjustment means 100 basis points.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • SNB Adjustment Spread means, with respect to the SNB Policy Rate, the spread to be applied to the SNB Policy Rate in order to reduce or eliminate, to the extent reasonably practicable under the circumstances, any economic prejudice or benefit (as applicable) to Noteholders as a result of the replacement of the Swiss Average Rate Overnight with the SNB Policy Rate for purposes of determining SARON, which spread will be determined by the Calculation Agent, acting in good faith and a commercially reasonable manner, taking into account the historical median between the Swiss Average Rate Overnight and the SNB Policy Rate during the two year period ending on the date on which the SARON Index Cessation Event occurred (or, if more than one SARON Index Cessation Event has occurred, the date on which the first of such events occurred).

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Equity Adjustment means the dollar amount resulting by subtracting the Book Value, as of Bank Closing, of all Liabilities Assumed under this Agreement by the Assuming Bank from the purchase price, as determined in accordance with this Agreement, as of Bank Closing, of all Assets acquired under this Agreement by the Assuming Bank, which may be a positive or a negative number.

  • MFN Adjustment has the meaning specified in Section 2.14(b).

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • Contract Term Adjustment means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection.

  • Related Adjustment means, in determining any LIBOR Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate:

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Price Adjustment means any and all price reductions, offsets, discounts, rebates, adjustments, and or refunds which accrue to or are factored into the final net cost to the hospital outpatient department or ambulatory surgical center.

  • Buy In Adjustment Amount shall have the meaning specified in Section 6.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Lot line adjustment means the relocation of the property boundary line in a

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Adjustment means each form of adjustment to consideration provided for in this clause.The parties acknowledge that the consideration under this Contract is inclusive of GST, where GST is calculated using the GST rate at the time of forming this Contract.The Contractor shall provide the Recipient with a Tax Invoice and/or adjustment notes in relation to the supply prior to an amount being paid by the Recipient under this Contract, and shall do all things reasonably necessary to assist the Recipient to enable it to claim and obtain any Input Tax Credit available to it in respect of a Supply.Where the GST rate is changed after the date of formation of this Contract the consideration under this Contract will be increased or decreased so that the consideration remains inclusive of GST, with GST calculated using the new GST Rate from the date of the change of the GST Rate that applies at the date of formation of this Contract. PrivacyFor the purposes of this Clause unless the context otherwise requires: