Tax Indemnification Amount definition

Tax Indemnification Amount shall have the meaning ascribed to it in Section 10.22.
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Tax Indemnification Amount means Two Million Dollars ($2,000,000).
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Tax Indemnification Amount means the taxable income of the Company as computed for federal income tax purposes for its taxable year beginning on January 1, 1999 and ending on the Closing Date multiplied by such Shareholder's combined federal and state effective tax rate, with the product reduced by the amount of tax benefit, if any, such Shareholder will have received due to an increase in such Shareholder's tax basis in his shares resulting from his share of the Company's taxable income for the period from January 1, 1999 to the Closing Date. The Tax Indemnification Amount also shall include any other Adverse Consequences, including reasonable costs and expenses the Shareholder has incurred as a result of the Company's S Corporation status not terminating as contemplated on December 31, 1998. For purposes of this Section , "combined federal and state effective tax rate" means the combined federal, state and local tax rates after giving effect to the deduction for state and local taxes in computing federal taxes.
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Examples of Tax Indemnification Amount in a sentence

  • The Tax Indemnification Amount shall not be reduced by carryovers from prior years of credits, net operating losses or similar tax benefits.

  • The Tax Indemnification Amount shall be calculated as if the Tax Indemnification Transaction(s) which cause(s) a Tax Indemnification Amount to be incurred by an Income Tax Indemnified Party creates the only item of taxable income (determined without deduction for expenses incurred in the year in issue) of the Income Tax Indemnified Party for the year in issue and is taxable at the highest maximum applicable rate.

  • Any amounts required to be paid under this Section 10.4.1 by the Sellers to a Buyer Indemnified Person (the "Tax Indemnification Amount") shall be paid (i) first, prior to the distribution of all or a part of the Escrow Fund on the first anniversary of the Closing Date (the "Escrow Distribution"), out of the Escrow Fund and (ii) second, after the Escrow Distribution, then pursuant to Section 10.4.2.

  • The claim volume can be amended by the respective Seller at any time up to the Tax Indemnification Amount provided that such amendment can be based on, and is evidenced by, a tax assessment notice which may be redacted to the extent not relevant for the claim in question).

  • Each Shareholder's Tax Indemnification Amount shall be estimated by such Shareholder and the computation of such Tax Indemnification Amount shall be provided to the Company and, upon agreement by the Company with such estimate, shall be paid (the "Estimated Tax Indemnification Amount") to such Shareholder on April 10, 1999.

  • Accordingly, each Shareholder shall receive a payment from the Company equal to such Shareholder's Tax Indemnification Amount (as defined below).

  • The input concentrations for the iodate, iodide, and organo-I were 100, 90.1, and 101 µg/L,respectively 22Figure 14.

  • On such day, if such Shareholder's Tax Indemnification Amount exceeds his Estimated Tax Indemnification Amount, the Company shall pay such Shareholder the amount of such excess; or if such Shareholder's Estimated Tax Indemnification Amount exceeds his Tax Indemnification Amount, the Shareholder shall pay to the Company such excess.

Related to Tax Indemnification Amount

  • Indemnification Escrow Amount has the meaning set forth in Section 2.2(b).

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnity Cap has the meaning set forth in Section 10.3(a).

  • Indemnification Threshold has the meaning set forth in Section 11.5.

  • Indemnification Escrow Fund means the Indemnification Escrow Amount deposited into escrow pursuant to the Escrow Agreement, together with any interest and income earned thereon.

  • Indemnity Payment shall have the meaning set forth in Section 4.4(a).

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

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnity Escrow Amount means $3,000,000.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.

  • Indemnity, Subrogation and Contribution Agreement means the Indemnity, Subrogation and Contribution Agreement among Xxxxx 0, the Borrower, the Subsidiary Loan Parties and the Collateral Agent, substantially in the form of Exhibit C-3.

  • Indemnification Escrow Agreement means that certain Indemnification Escrow Agreement in the form attached hereto as Exhibit D, with such changes as may be agreed to among the Buyer, the Seller and the Escrow Agent.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Termination Amount has the meaning set forth in Section 7.02(a).

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Indemnity Escrow Fund means the Indemnity Escrow Amount deposited with the Escrow Agent, as such sum may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.