Tax Basket definition

Tax Basket has the meaning set forth in Section 9.2.
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Tax Basket means the NP Tax Basket.
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Tax Basket shall have the meaning set forth in Section 8.9(e)(i) hereof.
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Examples of Tax Basket in a sentence

  • No provision of this Agreement or the Contribution Agreement (including the Annexes thereto) shall be applied or interpreted in a manner that would cause any indemnification payment to be made that otherwise would not be payable because of application of the Basket, Tax Basket Amount or the Cap.

  • If aggregate claims against Sellers subject to Section 9.1(a) which become final exceed the amount of the General Basket, the Tax Basket and the Seller Claims Basket shall be eliminated, it being understood that the collective value of the General Basket, the Tax Basket and the Seller Claims Basket shall not exceed $3,000,000.

  • At such time as Purchaser receives the Tax Refund, all claims relating to Tax Matters Indemnities, whether made before or after Purchaser's receipt of the Tax Refund, shall apply to the Tax Basket (and, to the extent already applied to the Basket, may be deducted from the Basket).

  • No, the Belgian NID regime cannot create losses (the Tax Basket is only deductible to the extent there are enough profits on which it can be deducted.

  • If the aggregate amount of such Damages exceeds the Tax Basket Amount, then Acquiror shall, subject to the other limitations contained herein (including, without limitation, *Confidential Treatment Requested.

  • To the extent such Taxes exceed the NOL Tax Benefit, (C) the Tax Refund, provided that the Tax Refund shall reduce the amount of such Taxes (as reduced if at all by Section 7.10(c)(i) or (ii)) only to the extent such Tax Refund relates to the taxing jurisdiction and type of such Taxes, as such Tax Accrual, NOL Tax Benefit, or Tax Refund (the "Tax Basket Items") may have been reduced by previous application of this Section 7.10(c) or pursuant to Section 10.5(e).

  • Notwithstanding anything to the contrary contained in this Agreement, no claim asserted or made by any Person in respect of the Assumed Liabilities shall be subject to the General Basket, the Tax Basket or the Seller Claims Basket, and the limitations set forth in Section 9.1(a) and Section 9.3 shall not apply to any such claim.

  • To the extent such Damages exceed the NOL Tax Benefit, (C) the Tax Refund, provided that the Tax Refund shall reduce the amount of such Damages (as reduced if at all by Section 10.5(e)(A) or (B)) only to the extent such Tax Refund relates to the taxing jurisdiction and type of Tax that is the subject matter of the Damages, as such Tax Basket Items may have been reduced by previous application of this Section 10.5(e) or pursuant to Section 7.10.

  • In the event claims for indemnification are made by Buyer under this Agreement that are subject to the Tax Basket in Section 9.2(b), that portion of the Tax Basket actually used to limit Sellers' payment obligations under this Agreement shall reduce the amount of the General Basket on a dollar for dollar basis.


More Definitions of Tax Basket

Tax Basket has the meaning specified in Section 6.01(a).
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Tax Basket means the reserve for Taxes included in the calculation of Final Working Capital.
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Tax Basket means the amount at any time equal to (a) the reserves for current state or local Taxes provided for on the Closing Balance Sheet, minus (b) any reductions (in the aggregate) made pursuant to Section 8.6(e) hereof plus (c) any additions (in the aggregate) made pursuant to Section 8.6(b) hereof.
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Related to Tax Basket

  • Available Basket Amount means, at any date of determination, an amount (which shall not be less than $0) determined on a cumulative basis equal to the difference between: (a) the sum (without duplication) of: (i) $35,000,000, plus (ii) Cumulative Consolidated Net Income (which shall not be less than zero), plus (iii) the aggregate amount of dividends and distributions received by Borrower or its Restricted Subsidiaries in the form of Cash or Cash Equivalents on or prior to such date from Investments acquired or made utilizing the Available Basket Amount, plus (iv) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Second Amendment Effective Date, the fair market value of the Investment in such Unrestricted Subsidiary at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary (which shall not exceed the original amount of such Investment), plus (v) the Net Cash Proceeds received from any issuance or sale of its Equity Interests occurring after the Closing Date (other than issuances of Disqualified Stock and issuances or sales pursuant to an employee stock ownership plan or other employee benefit plan and excluding Net Cash Proceeds of any issuance or sale of Equity Interests for a specifically identified purpose that were expended for such specifically identified purpose without a corresponding reduction of the Available Basket Amount), plus (vi) the after-tax amount (after taking into account any available tax credit or deductions and any tax sharing arrangements) of all Distributions received in Cash by the Loan Parties after the Closing Date that are attributable to their Equity Interests in any Joint Venture or any Subsidiary that is not a Subsidiary Guarantor, plus (vii) all Net Cash Sales Proceeds received from Dispositions permitted by this Agreement, minus (b) the aggregate amount of all Investments, Capital Expenditures, Distributions and payments in respect of Subordinated Obligations, in each case to the extent made after the Closing Date with amounts available under the Available Basket Amount.

  • Closing Value means, as of a particular date, the value of a Share determined by the closing sales price for such Share (or the closing bid, if no sales were reported) as quoted on The New York Stock Exchange for the last market trading day prior to the date of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable.

  • Creation Basket means the minimum number of Limited Units of a Fund that may be created at any one time, which shall be 200,000 or such greater or lesser number as the Managing Owner may determine from time to time for each Fund.

  • Basket has the meaning set forth in Section 8.04(a).

  • Redemption Basket means 100,000 Units or such other number of Units as may be determined by the General Partner from time to time, redeemed by a Participant.

  • Per Unit Purchase Price equals $0.8670, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur between the date of this Agreement and the applicable Closing Date.

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • After-Tax Basis means, with respect to any payment to be received, the amount of such payment increased so that, after deduction of the amount of all taxes required to be paid by the recipient calculated at the then maximum marginal rates generally applicable to Persons of the same type as the recipients with respect to the receipt by the recipient of such amounts (less any tax savings realized as a result of the payment of the indemnified amount), such increased payment (as so reduced) is equal to the payment otherwise required to be made.

  • Heating Value means the heat released by combustion of one pound of waste or fuel measured in Btu on an as received basis. For solid fuels, the heating value shall be determined by use of ASTM Standard D2015-66.

  • Ending Value means the average of the values of the Basket at the close of the market on five business days shortly before the maturity date of the Notes. We may calculate the Ending Value by reference to fewer than five or even a single day's closing value if, during the period shortly before the maturity date of the Notes, there is a disruption in the trading of a sufficient number of stocks included in any Basket Index or certain futures or options contracts relating to a Basket Index.

  • REIT Share means a share of common stock, par value $.01 per share, of the General Partner.

  • Per Share Cash Amount for purposes of this Section 2(b) means an amount equal to the sum of (I) the average of the closing price of the Common Stock for the 20 trading days immediately preceding the date of the Change in Control and (II) any cash dividend payable on a share of Common Stock during the 20 trading-day period described in the foregoing.

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Non-Stepped Up Tax Basis means, with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such time if no Basis Adjustments had been made.

  • Financing Costs Adjustment Date means each of the following days:

  • Casket means a rigid container which is designed for the encasement of human remains and which is usually constructed of wood, metal, fiberglass, plastic, or like material and ornamented and lined with fabric.

  • Net After-Tax Basis means, with respect to the Payments, either with or without reduction under subsection (a) (as applicable), the amount that would be retained by the Executive from such Payments after the payment of all Taxes.

  • Aggregate Quantity of IDR Reset Common Units has the meaning given such term in Section 5.11(a).

  • Net Consideration Per Share means the amount equal to the total amount of consideration, if any, received by the Company for the issuance of such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities, plus the minimum amount of consideration, if any, payable to the Company upon exercise or conversion thereof, divided by the aggregate number of shares of Common Stock that would be issued if all such warrants, options, subscriptions, or other purchase rights or convertible or exchangeable securities were exercised, exchanged or converted.

  • Adjusted Borrowing Value means, on any date of determination, for any Eligible Loan Asset, an amount equal to the lower of (a) the Outstanding Balance of such Eligible Loan Asset at such time and (b) the Assigned Value of such Eligible Loan Asset at such time, multiplied by the Outstanding Balance of such Eligible Loan Asset at such time. Notwithstanding the foregoing, the Adjusted Borrowing Value of any Loan Asset that is no longer an Eligible Loan Asset at such time shall be zero.

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Market/Offer Price means the highest of (i) the price per share of Common Stock at which a tender or exchange offer therefor has been made, (ii) the price per share of Common Stock to be paid by any third party pursuant to an agreement with Issuer, (iii) the highest closing price for shares of Common Stock within the six-month period immediately preceding the date the Holder gives notice of the required repurchase of this Option or the Owner gives notice of the required repurchase of Option Shares, as the case may be, or (iv) in the event of a sale of all or any substantial part of Issuer's assets or deposits, the sum of the net price paid in such sale for such assets or deposits and the current market value of the remaining net assets of Issuer as determined by a nationally recognized investment banking firm selected by the Holder or the Owner, as the case may be, and reasonably acceptable to Issuer, divided by the number of shares of Common Stock of Issuer outstanding at the time of such sale. In determining the market/offer price, the value of consideration other than cash shall be determined by a nationally recognized investment banking firm selected by the Holder or Owner, as the case may be, and reasonably acceptable to Issuer.

  • IPO Price means the initial public offering price of a REIT Share in the IPO.

  • Carrying Value means (a) with respect to a Contributed Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ and Assignees’ Capital Accounts in respect of such Contributed Property, and (b) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination. The Carrying Value of any property shall be adjusted from time to time in accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Common Unit Price has the meaning specified in Section 2.1(b).