Tax Benefit Items definition

Tax Benefit Items means all carry-forwards of losses, deductions and other benefit items attributable to Pre-Closing Tax Periods deducted by Parent or any of its Subsidiaries, including the Surviving Entity, on Tax Returns for any Post-Closing Tax Periods and any amounts credited against Tax of Parent or any of its Subsidiaries, including the Surviving Entity, that relate to any Pre-Closing Tax Period to which Parent or any of its Subsidiaries, including the Surviving Entity, become entitled.

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Tax Benefit Items means losses, credits or other items that reduces the tax liability of the Federal Consolidated Group or a State Group.

Tax Benefit Items means the (i) bonuses paid by the Company to the Company’s current and former directors, management and officers in connection with the Closing (including payments under the Phantom Stock Agreements and the Incentive Plan), but excluding any such bonuses that are not deductible by the Company because they are “excess parachute payments” under Section 280G of the Code, (ii) cash payments made by the Company in connection with employee stock grants on account of the Closing’s change-of-control of the Company, and/or (iii) seventy percent (70%) of the Company’s payment to Fidus Partners, LLC, in connection with the Closing, in each case as set forth on Schedule 2.1(c) and in each case that reduces the Consideration. The Parties acknowledge and agree that the Tax Benefit Items set forth on the preliminary Schedule 2.1(c) dated as of the date of this Agreement satisfy each of the foregoing requirements and are Tax Benefit Items.

Examples of Tax Benefit Items in a sentence

With respect to Post-Closing Tax Periods, the SHO Companies shall pay to Sears Holdings, or Sears Holdings shall pay to the SHO Companies (in the case of a State Combined or Consolidated Return filed by an SHO Company, or in the case of payments with respect to Tax Benefit Items pursuant to section 4.02(d)), at the times provided by section 4.03, the amounts determined under section 4.02.
For purposes of this section 4.02(c), the SHO Companies’ allocated Tax shall not be reduced by the SHO Companies’ carrybacks and carryovers of state or local Tax Benefit Items from other taxable periods (such items being addressed by section 4.02(d)).
For the avoidance of doubt, if the SHO Companies are required to carry back a federal Tax Benefit Item, such federal Tax Benefit Item shall reduce the Consolidated Group’s federal income Tax liability only after all federal Tax Benefit Items of Sears Holdings have been applied to reduce the Consolidated Group’s federal income Tax liability in such taxable period.
For the avoidance of doubt, if the SpinCo Entities are required to carry back a federal Tax Benefit Item, such federal Tax Benefit Item shall reduce the Consolidated Group’s federal income Tax liability only after all federal Tax Benefit Items of Parent have been applied to reduce the Consolidated Group’s federal income Tax liability in such taxable period.
For the avoidance of doubt, if the SpinCo Entities are required to carry back a Tax Benefit Item, such Tax Benefit Item shall reduce the Consolidated Group’s Income Tax liability only after all Tax Benefit Items of Parent have been applied to reduce the Consolidated Group’s Income Tax liability in such taxable period.
CEC shall pay to the CIE Companies in accordance with Section 3.04 of this Agreement, the amount, if any, by which one or more federal Tax Benefit Items reduced the federal income Tax liability of the CEC Consolidated Group for any taxable period for which a Consolidated Return is filed by CEC after the date of this Agreement.
For purposes of this Section 4.02(c), the LE Entities’ allocated Tax shall not be reduced by the LE Entities’ carrybacks and carryovers of state or local Tax Benefit Items from other taxable periods (such items being addressed by Section 4.02(d)).
For the purposes of this Section 7.6(c), the amount of the Tax benefit attributable to Tax Benefit Items will be based upon the difference between net income Taxes actually paid and the net income Taxes which would have been paid without the benefit of the Tax Benefit Items.
For the avoidance of doubt, if the LE Entities are required to carry back a federal Tax Benefit Item, such federal Tax Benefit Item shall reduce the Consolidated Group’s federal income Tax liability only after all federal Tax Benefit Items of SHC have been applied to reduce the Consolidated Group’s federal income Tax liability in such taxable period.
If BAMSI's Tax Benefit Items cannot be carried back on a separate return basis, but are utilized in the Consolidated/Combined Returns, BAMSI will receive a tax payment equal to the reduction of the Consolidated/Combined tax liability relating to the utilization of BAMSI's Tax Benefit Items.

More Definitions of Tax Benefit Items

Tax Benefit Items means all net operating loss carry forward, capital loss carry forward or Tax credit carry forward for federal, state and local Tax purposes.

Tax Benefit Items means losses, credits or other items that reduces the tax liability of the Federal Consolidated Group or a State Group. References Etc. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined herein in the singular shall have the same meanings in the plural and vice versa. All references herein to any Person includes such Person’s successors and assigns. All references herein to Sections and paragraphs shall, unless the context requires a different construction, be deemed to be references to Sections and paragraphs of this Agreement. In this Agreement, unless a clear contrary intention appears, the word “including” (and with correlative meaning “include”) means “including but not limited to.” Each corporation or other entity included in any federal or state consolidated or combined income tax return (hereinafter referred to as a “Member” as defined above) shall be allocated pertinent income taxes in the manner described below: