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 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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Tax Indemnification Amount means Two Million Dollars ($2,000,000).
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Examples of Tax Indemnification Amount in a sentence

  • 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.

  • 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 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.

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

  • 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.

  • Such Shareholder's Tax Indemnification Amount shall be finally computed on the day which is the later of (A) the day which is one year from the Closing Date, or (B) the due date for the filing of the Company's Tax Return for its final taxable year as an S Corporation (including extensions).

  • 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.