Seller Tax Benefits definition

Seller Tax Benefits has the meaning set forth in Section 6.8(d).
Sample 1
Seller Tax Benefits means a Tax reduction or entitlement to receive a refund, offset, credit or recovery (i) with respect to a Tax for which Buyer or any Buyer Affiliate is indemnifying the Seller or any Seller Affiliate pursuant to Schedule 3 Part D or (ii) with respect to a Loss for which Buyer or any Buyer Affiliate is indemnifying Seller or any Seller Affiliate, and in all cases to the extent Buyer or any Buyer Affiliate has made an indemnification payment to Seller or any Seller Affiliate pursuant to Schedule 3 Part D.
Sample 1Sample 2
Seller Tax Benefits has the meaning set forth in Section 6.2(i). “Shares” has the meaning set forth in the recitals to this Agreement.
Sample 1

Examples of Seller Tax Benefits in a sentence

  • Buyer shall pay over to Seller an amount equal to the Seller Tax Benefits actually received in the year 2011 after receipt of such Seller Tax Benefits.

  • The Purchaser shall take, and shall cause the Company and its Subsidiaries to take, all reasonable steps to ensure that the Seller Tax Benefits are realized at the earliest possible time to the maximum extent allowed by applicable Law.

  • In computing the amount of any such Seller Tax benefit, Buyer, the Acquired Companies and their Affiliates shall be deemed to recognize all other items of income, gain, loss, deduction or credit before recognizing any item arising from the Seller Tax Benefits.

  • Buyer shall pay to Seller an amount equal to the Seller Tax Benefits within five (5) days following the date on which Buyer or any of its Affiliates (including the Group Companies) actually realizes (whether by refund, credit or reduction in Taxes otherwise due or payable) any such Seller Tax Benefits.

  • Promptly following the filing of each Income Tax Return that includes Buyer or its Affiliates (including any of the Group Companies) or any successor thereof, a responsible Tax officer of Buyer shall certify to Seller the amount of any Seller Tax Benefits payable by Buyer to Seller pursuant to this Section 6.2(i) with respect to such taxable year.

  • Any amounts payable by Buyer with respect to the Stub Period under Section 9.2(c) shall be determined without taking into account any Seller Tax Benefits.

Related to Seller Tax Benefits

  • 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.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Tax Benefit means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

  • Tax Refunds means refunds of any Cash paid by the Participating CCAA Parties on account of Taxes, refunded to such Participating CCAA Parties from time to time by the applicable Taxing Authorities;

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

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

  • 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.

  • 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.

  • 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.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • 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.

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

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Tax Refund means a refund of Taxes previously paid and any overpayment interest within the meaning of Section 6611 of the Code or any similar provision under applicable Tax Law (whether paid by way of a refund or credited against any liability for related Taxes).

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

  • 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).

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Tax Loss means the taxable income or tax loss of the Trust, determined in accordance with Section 703(a) of the Code, for each Fiscal Year as determined for federal income tax purposes, together with each of the Trust's items of income, gain, loss or deduction which is separately stated or otherwise not included in computing taxable income and tax loss.

  • 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.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.