Tax Refund Amount definition

Tax Refund Amount has the meaning set forth in Section 6.10(c).

Tax Refund Amount means the aggregate amount of Tax refunds received by the Company, Acquirer or any of their Affiliates with respect to Taxes previously paid by the Company or any Subsidiaries related to any Pre-Closing Tax Period.

Tax Refund Amount means, (a) during the period from (i) the date of receipt by the Administrative Agent of a copy of the Form 1139 filed with the Internal Revenue Service by the Borrower in respect of the Tax Refund and copies of Forms 8302 and 8821 or such other relevant Internal Revenue Service forms necessary to be filed with the Internal Revenue Service (as so filed) in order for the Tax Refund to be paid directly into a Blocked Account and for notices from the Internal Revenue Service denying or reducing the amount of the Tax Refund be delivered to the Administrative Agent,to (ii) the earlier to occur of (A) September 30, 2009 and (B) the date on which the Borrower receives the Tax Refund, an amount equal to the lesser of 75% of the Tax Refund and $9,000,000 and (b) thereafter, $0.00.

Examples of Tax Refund Amount in a sentence

• The Company shall use commercially reasonable efforts to pursue the Sales and Use Tax Refund Amount to the extent consistent with applicable Tax Law.

• Purchaser shall prepare and file its post-Closing period tax returns and shall make its tax elections in a manner so as to maximize the dollar amount of any Tax Refund Amount and shall use its best efforts to take such other actions, including with respect to the manner in which Purchaser shall operate the Wired Companies and Purchaser following the Closing, as shall maximize the dollar amount of any Tax Refund Amount.

• If Buyer’s Proportionate Share of such Tax Refund received by the Company or any of its Affiliates exceeds the amount of the indemnity already paid to Buyer under this Article X (an “Excess Tax Refund Amount”), the Excess Tax Refund Amount shall offset and reduce any future subsequent indemnity payments to be made by Seller under this Article X.

• Buyer shall, or shall cause the Company to, disburse to the Seller the amount of any Tax Refund Amount within 10 Business Days from receipt thereof; provided, however, that if any Party has received a notice of any threatened Seller Tax Contest or if there is any Seller Tax Contest currently pending, then Buyer shall have no obligation to disburse any Tax Refund Amount under this Section 6.10(c) until the final and binding resolution of such Seller Tax Contest.

• Subject to the approval of this Court, Metallurg and the United States agree that the automatic stay imposed by Section 362(a)(7) of the Bankruptcy Code shall be modified for the limited purpose and to the limited extent of permitting the United States to offset the Tax Refund Amount against the Tax Amount Due (the "Setoff").

More Definitions of Tax Refund Amount

Tax Refund Amount means the amount of $5,100,000.

Tax Refund Amount means refunds and credits received by or otherwise applied to the benefit of the Target Companies in respect of Taxes for any period ending on or before the Closing Date and the after tax amount of any interest thereon or otherwise applied to the benefit of the Target Companies to the extent not reflected on the Closing Date Balance Sheet;

Tax Refund Amount is defined in Article 6.5.5(iv);

Tax Refund Amount means all Tax refunds, if any, actually received by the Company, any U.S. Subsidiary or Buyers and any such amounts actually credited against Tax (net of reasonable out-of-pocket costs incurred by the Parties in connection with obtaining the same, not to exceed the Tax Refund Amount) with respect to Taxes paid by the Company or any of the U.S. Subsidiaries prior to the Closing Date, as estimated by Sellers on Schedule 2.4(e), minus the amount of $400,000, and minus the amount of Michigan Single Business Tax payable after the Closing Date for the S Termination Year; provided, however, that “Tax Refund Amount” will not include any Tax refund to the extent such refund results from a carryback of a net operating loss, Tax credit or similar item arising in a taxable period or portion thereof beginning after the Closing Date or the date immediately preceding the Closing Date, as applicable.

Tax Refund Amount means the cash amount equal to the federal and state tax refunds actually received by Purchaser with respect to the Wired Companies' (as hereinafter defined) pre-Closing tax periods, including without limitation refunds generated by the carryback of losses of any of the Wired Companies following the Closing, less any fees and expenses incurred by Purchaser in connection with the receipt of such refunds by Purchaser; provided, however, that such net amount shall not exceed $5 million. Notwithstanding the foregoing, the $5 million amount shall be reduced by the tax effect on Purchaser or the Wired Companies of the disallowance of any deduction claimed by Ventures or the Wired Companies with respect to pre-Closing tax periods, but such amount shall not constitute a Loss for purposes of Article 11 of this Agreement to the extent of such reduction. The computation of refunds generated by the carryback of losses of any of the Wired Companies following the Closing shall include all refunds that would reasonably be available if Purchaser had prepared its post-Closing tax returns and made its tax elections in a manner so as to maximize the dollar value of such refunds, determined solely with regard to the operations of the acquired Wired Companies on a stand-alone basis.

Tax Refund Amount shall have the meaning assigned thereto in Section ----------------- ------- 2.2(b)(ii)(F). -------------

Tax Refund Amount means the cash amount equal to the federal and state tax refunds actually received by Purchaser with respect to the Wired Companies' pre-Closing tax periods, including without limitation refunds generated by the carryback of losses of any of the Wired Companies following the Closing, less any fees and expenses incurred by Purchaser in connection with the receipt of such refunds by Purchaser; provided, however, that such net amount shall not exceed $5 million. Notwithstanding the foregoing, the $5 million amount shall be reduced by the tax effect on Purchaser or the Wired Companies of the disallowance of any deduction claimed by Ventures or the Wired Companies with respect to pre-Closing tax periods, but such amount shall not constitute a Loss for purposes of Article 11 of this Agreement to the extent of such reduction. The computation of refunds generated by the carryback of losses of any of the Wired Companies following the Closing shall include all refunds that would reasonably be available if Purchaser had prepared its post-Closing tax returns and made its tax elections in a manner so as to maximize the dollar value of such refunds, determined solely with regard to the operations of the acquired Wired Companies on a stand-alone basis.