Structure Benefits definition

Structure Benefits means the reduction in U.S. federal, state and local cash Taxes actually payable by the Parent Group (calculated on a “with and without” basis) derived from the Structure Tax Assets, including, for the avoidance of doubt, any such reduction in cash Taxes actually payable that is derived from a Basis Adjustment in respect of any “qualified property” within the meaning of Section 168(k)(2) of the Code; provided that Structure Benefits shall be determined disregarding any reduction in Taxes attributable to any transaction entered into outside of the ordinary course of business and which has a significant purpose of reducing Taxes payable by the Parent Group (excluding, for the avoidance of doubt, mergers, acquisitions, dispositions, and other similar commercial transactions that may occur outside the ordinary course of business but that are not primarily motivated by Tax planning).
Sample 1Sample 2Sample 3
Structure Benefits means the reduction in cash Taxes actually payable by the Parent Group (calculated on a “with and without” basis) derived from the Structure Tax Assets, including, for the avoidance of doubt any such reduction in cash Taxes actually payable that is derived from a Basis Adjustment in respect of any “qualified property” within the meaning of Section 168(k)(2) of the Code; provided that Structure Benefits shall be determined disregarding any reduction in Taxes attributable to any transaction entered into outside of the ordinary course of business and which has a significant purpose of reducing Taxes payable by the Parent Group (excluding, for the avoidance of doubt, mergers, acquisitions, dispositions, and other similar commercial transactions that may occur outside the ordinary course of business but that are not primarily motivated by Tax planning).
Sample 1Sample 2Sample 3
Structure Benefits has the meaning set forth in Section 5.02(a) of this Agreement.
Sample 1Sample 2

Examples of Structure Benefits in a sentence

  • The Company, SpinCo and Parent shall promptly advise each other with respect to any proposed Tax adjustments that are the subject of a Tax Proceeding, and that may affect Structure Benefits or any Tax liability or any Tax Attribute (including, but not limited to, basis in an asset or the amount of earnings and profits) of any member of the Parent Group or any member of the Company Group, respectively.

  • With respect to each Tax Year, within ten (10) days of the agreement by the Company and Parent that the applicable Certification is acceptable to each party, Parent shall make a payment to the Company equal to the Company Structure Benefits with respect to such Tax Year, if any.

  • Any payment required to be made by Parent under this Agreement with respect to Structure Benefits that is not made when due under the terms of this Agreement shall be payable together with any interest thereon, computed at the Default Rate and commencing from the date on which such payment was due and payable.

  • The “Material Breach Payment” payable to the Company pursuant to Section 13(c)(v) shall equal the present value, discounted at the Default Rate, of all payments with respect to Structure Benefits that would be required to be paid to the Company using the Valuation Assumptions.

  • It manages Organization/ Employee Structure, Benefits, Employee relations, absence, time entry, Pay & Deductions, Gross to Net, Time & attendance, Income Tax Computations, Compliance Management & Filing.

  • Sharing · The parties shall share Structure Benefits (defined below) as follows: o To the extent of Formation Taxes borne by GE, 100% to GE; and o Thereafter, to be shared by Newco and GE based on the percentage of the Newco LLC interests owned directly by Newco and GE, respectively, at the time of such allocation (the “Sharing Allocation”).

  • No later than thirty (30) days after the due date (taking into account extensions validly obtained) for filing the GE Consolidated Tax Return for each Taxable Year, GE shall provide Newco with a certification signed by the chief financial officer of GE setting forth the amount, if any, with respect to such Taxable Year of the Structure Benefits realized by the GE Group and the amount of such Structure Benefits that are GE Structure Benefits and the amount that are Excess Structure Benefits.

  • Structure Benefits, BHI Tax Benefits and Exchange Benefits (“Shared Tax Benefits”) shall be allocated as provided below.

  • Sections 5.03 (Determination of Shared Tax Benefits), 5.04 (Determination of Payments for Structure Benefits and BHI Tax Benefits), 5.05 (Payment of Exchange Benefits), 6.02 (Payments) and 6.04 (Rebalancing Payments), among other relevant provisions of the TMA, shall be revised to take into account GE Exchange-Related Structure Benefits and the other provisions hereof.

  • Multi-level Release Structure Benefits Salmon in the Sacramento Riverin California, U.S.A. 27Box 7.


More Definitions of Structure Benefits

Structure Benefits means the reduction in cash Taxes actually payable by the GE Group and/or the Newco Group (calculated on a “with and without” basis) attributable to: (i) Tax items, including Tax basis, deductions, losses, expenses or credits created and Taxes paid resulting from transactions giving rise to Formation Taxes or any Indemnified Newco 752 Liability (including correlative items that are attributable to amounts included in the calculation of Formation Taxes or any Indemnified Newco 752 Liability); (ii) a loss, deduction, expense or credit allocated by Newco LLC to a Member to the extent that such loss, deduction, expense or credit could not have been used by Newco LLC on a stand-alone basis, determined as if Newco LLC were classified as a corporation (instead of a partnership) for U.S. federal income tax purposes; or (iii) an allocation by Newco LLC to members of the GE Group or members of the Newco Group, as applicable, pursuant to Section 704(c) of the Code of (1) any loss (including a loss associated with a liability described in Treas. Reg. § 1.752-7) if the allocation of such loss exceeded such Group’s Allocable Share of the loss or (2) any gain if the allocation of such gain was less than such Group’s Allocable Share of the gain (in each case, for the avoidance of doubt, excluding depreciation or amortization allocated pursuant to Section 704(c) of the Code). The parties intend (i) that the terms “loss, deduction, expense or credit,” as used in Section 5.02(a)(ii) be interpreted broadly and (ii) no inference that a Tax item similar to a loss, deduction, expense or credit (under current or future law) is not to be taken into account under Section 5.02(a)(ii) as a result of it not being specifically set forth therein.
Sample 1Sample 2
Structure Benefits means: o Any Tax benefits actually realized by GE and/or Newco attributable to Tax items, including Tax basis, deductions, losses or credits created and Taxes paid resulting from transactions giving rise to Formation Taxes (including correlative items that are attributable to amounts included in the calculation of Formation Taxes); and o Any Tax benefits actually realized by a Member attributable to (i) a loss, deduction or credit allocated to such Member to the extent that such loss, deduction or credit could not have been used by Newco LLC on a stand-alone basis, determined as if Newco LLC were classified as a corporation (instead of a partnership) for U.S. federal income tax purposes or (ii) a loss (including a loss associated with a liability described in Treas. Reg. §1.752-7) allocated to such Member or a gain allocated to the other Member, in each case pursuant to Section 704(c) of the Code, to the extent such allocation of loss or gain was disproportionate relative to the applicable Sharing Percentage (and, for the avoidance of doubt, excluding depreciation or amortization allocated pursuant to Section 704(c), which is addressed below). · For purposes of determining whether any such Tax benefits were actually realized by GE or Newco, as the case may be, such Tax benefits shall be computed annually on a “with and without basis” and payment (or credit or other offset in lieu of a payment) in respect thereof shall be made annually. · To the extent that (i) GE does not receive a pro rata distribution from Newco LLC pursuant to Section 4.01(b)(ii) of the Newco LLC Operating Agreement (such shortfall, the “Tax Distribution Shortfall”), and (ii) GE is required to share a Structure Benefit with Newco, such Structure Benefit shall be reduced by an amount equal to the Tax Distribution Shortfall unless and until the Tax Distribution Shortfall is paid to GE. · If subsequent to the computation and payment (or credit or other offset in lieu of a payment) of a Structure Benefit, it is determined that the amount of such Structure Benefit is different than the amount previously determined, either in the taxable year in which the Structure Benefit arose (e.g., by reason of an audit adjustment) or in another taxable year, then upon such determination, GE, Newco and/or Newco LLC shall make such payments as are necessary to ensure that the net economic position of GE and Newco after such payments is the same as it would have been had the originally determined Structure ...
Sample 1

Related to Structure Benefits

  • Health Benefits means health maintenance organization, insured or self-funded medical, dental, vision, prescription drug and behavioral health benefits.

  • Gap medical benefits means the benefits (if any) payable in respect of medical expenses that are less than, greater than or equal to the schedule fee, provided always that the medical expenses relate to a professional service that:

  • Welfare Benefits means the types of benefits described in Section 3(1) of ERISA (whether or not covered by ERISA).

  • Health and Welfare Benefits means any form of insurance or similar benefit programs, which may include but not be limited to, medical, hospitalization, surgical, prescription drug, dental, optical, psychiatric, life, or long-term disability.

  • Additional gap medical benefits means the benefits (if any) payable in respect of medical expenses that are more than the schedule fee and which otherwise meet the requirements of the fund’s no or known gap policy, provided always that the medical expenses relate to a professional service that:

  • Medical Benefits means the monthly fair market value of benefits provided to the Employee and the Employee’s dependents under the major medical, dental and vision benefit plans sponsored and maintained by the Company, at the level of coverage in effect for such persons immediately prior to the Employee’s termination of employment date. The “monthly fair market value” of such benefits shall be equal to the monthly cost as if such persons elected COBRA continuation coverage at such time at their own expense.

  • Fringe benefits means the amount of:

  • Health benefits plan means a benefits plan which pays or

  • Resource Adequacy Benefits means the rights and privileges attached to the Facility that satisfy any entity’s resource adequacy obligations, as those obligations are set forth in any Resource Adequacy Rulings and shall include any local, zonal or otherwise locational attributes associated with the Facility.

  • Benefits as defined in Section 3.1(b).

  • Separation Benefits has the meaning accorded such term in Section 3.04.

  • Compensation and Benefits Programs means all compensation and benefit plans, policies, and programs of the Debtors, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and the employees, former employees and retirees of their subsidiaries, including all savings plans, retirement plans, health care plans, disability plans, and incentive plans, deferred compensation plans, and life, accidental death, and dismemberment insurance plans.

  • Additional Benefits means quantifiable and verifiable enhancement of conservation of biodiversity and/or improvement of local livelihoods realized as a result of implementation of the REDD activities;

  • Health insurance plan means any health insurance policy or health benefit plan offered by a health insurer or a subcontractor of a health insurer, as well as Medicaid and any other public health care assistance program offered or administered by the State or by any subdivision or instrumentality of the State. The term includes vision care plans but does not include policies or plans providing coverage for a specified disease or other limited benefit coverage.

  • Severance Benefits means the payment of severance compensation as provided in Section 3.3 herein.

  • Severance Plan means any severance plan maintained by the Company that is applicable to the Participant.

  • Medical Benefits Schedule means the Medicare Schedule of Benefits produced by the Department of Health to which all fees and benefits relate for inpatient hospital services.

  • Pharmacy benefits management means the administration or management of prescription drug

  • Other Income Benefits means any benefits listed in the Other Income Benefits provision that you receive on your own behalf or for your dependents, or which your dependents receive because of your entitlement to Other Income Benefits.

  • Employee Benefits means the provision of any benefit other than pension and retirement benefits provided to spouses of employees or provided to an employee on account of the employee's having a spouse, including but not limited to bereavement leave; disability, life, and other types of insurance; family medical leave; health benefits; membership or membership discounts; moving expenses; vacation; travel benefits; and any other benefits given to employees, provided that it does not include benefits to the extent that the application of the requirements of this chapter to such benefits may be preempted by federal or state law.

  • superannuation benefit means any payment, other than a refund of contributions, made to a dentist by virtue of the application of the (a) National Health Service Pension Scheme Regulations 1995; or (b) the National Health Service Superannuation Scheme (Scotland) Regulations 1995 or (c) the corresponding provisions of the law in force in Northern Ireland; as a result of his providing general dental services;

  • Essential Health Benefits means, under section 1302(b) of the Patient Protection and Affordable Care Act, those health benefits to include at least the following general categories and the items and services covered within the categories: ambulatory patient services; Emergency Services; hospitalization; maternity and newborn care; mental health and substance abuse disorder services, including behavioral health treatment; prescription drugs; rehabilitative and habilitative services and devices; laboratory services; preventive and wellness services and chronic disease management; and pediatric services, including oral and vision care.

  • Credit unemployment insurance means insurance:

  • income-related employment and support allowance means an income-related allowance under Part 1 of the Welfare Reform Act 2007;

  • Cafeteria plan means a written plan under which all participants are employees, and the participants may choose among two or more benefits consisting of cash and qualified benefits.

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.