Tax Saving Amount definition

Tax Saving Amount has the meaning set forth in Section 6.3(b) of this Agreement.

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Tax Saving Amount has the meaning set forth in Section 5.3.

Tax Saving Amount shall have the meaning set forth in Section 6.2(e)(i).

Examples of Tax Saving Amount in a sentence

• If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Indemnitee shall promptly pay the Indemnifying Party an amount equal to the difference between such amounts.

• If the Restated Tax Saving Amount is less than the Tax Saving Amount, then the Indemnifying Party shall pay to the Indemnitee an amount equal to the difference between such amounts promptly after receipt of written notice setting forth the amount due and the computation thereof.

• Any Tax Saving Amount calculated under Section 5.3 hereof shall be adjusted in the event of an Audit which results in a Final Determination that increases or decreases the amount of the Indemnifiable Loss Deduction reported on any relevant Tax Return of the Indemnitee.

• Upon receiving a written notice of a Final Determination in respect of an Indemnifiable Loss Deduction, the Indemnitee shall redetermine the Tax Saving Amount attributable to the Indemnifiable Loss Deduction under Section 6.3(b) hereof, taking into account the Final Determination (the "Restated Tax Saving Amount").

• Upon receiving a written notice of a Final Determination in respect of an Indemnifiable Loss Deduction, the Indemnitee shall redetermine the Tax Saving Amount attributable to the Indemnifiable Loss Deduction under Section 5.3 hereof, taking into account the Final Determination (the “Restated Tax Saving Amount”).

• There shall be an adjustment to any Tax Saving Amount calculated under Section 6.3(b) hereof in the event of an Audit which results in a Final Determination that increases or decreases the amount of the Indemnifiable Loss Deduction reported on any relevant Tax Return of the Indemnitee.

• If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Indemnitee shall promptly pay the Indemnitor an amount equal to the difference between such amounts.

• For purposes of this Section 6.3(b), the Tax Saving Amount shall equal the amount by which the Income Taxes of the Indemnitee or any of its affiliates are reduced (including, without limitation, through the receipt of a refund, credit or otherwise), plus any related interest received from a Tax Authority, as a result of claiming as a deduction or offset on any relevant Tax Return amounts attributable to an Indemnified Loss (the "Indemnifiable Loss Deduction").

• If the Restated Tax Saving Amount is less than the Tax Saving Amount, then the Indemnitor shall promptly pay the Indemnitee an amount equal to the difference between such amounts.

• Any party that has received a payment ("Indemnitee") under this Agreement from another party ("Indemnitor") with respect to any Losses or Taxes suffered or incurred by the Indemnitee ("Indemnified Loss") shall pay to such Indemnitor an amount equal to any "Tax Saving Amount" realized by the Indemnitee promptly upon its receipt.

More Definitions of Tax Saving Amount

Tax Saving Amount as defined in Section 5.05.

Tax Saving Amount as defined in Section 5.05. ----------------- Tax Sharing Agreement: the agreement substantially in the form of Exhibit --------------------- ------- D hereto, pursuant to which ACX and CTI will provide for certain tax matters. -

Tax Saving Amount has the meaning set forth in Section 6.3(b) of ----------------- this Agreement. "Taxing Jurisdiction" means the United States and each and every other ------------------- government or governmental unit (foreign and domestic) having jurisdiction to tax any of FMC, the FMC Affiliates, Subsidiary and the Subsidiary Affiliates. "Technologies Business" has the meaning set forth in the Separation --------------------- Agreement. "Technologies Subsidiaries" has the meaning set forth in the ------------------------- Separation Agreement. "Treasury Regulations" means the final, temporary and proposed income -------------------- tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations). "Underpayment Rate" means the annual rate of interest described in ----------------- Section 6621(c) of the Code for large corporate underpayments of Income Tax (or similar provision of state, local, or foreign Income Tax law, as applicable), as determined from time to time. "Unqualified Tax Opinion" means an unqualified "will" opinion of ----------------------- Qualified Tax Counsel on which FMC may rely, in form and substance reasonably acceptable to FMC (and in determining whether an opinion is reasonably acceptable, FMC may consider, among other factors, the appropriateness of any underlying assumptions and management's representations if used as a basis for the opinion) to the effect that a transaction (taking into account all prior transactions and agreements during the Restriction Period) will not disqualify the Spin-Off from Tax-Free Status, assuming that the Spin-Off would have qualified for Tax-Free Status if such transaction did not occur. -12- <PAGE> Section 2.