Tax Sharing Amount definition

Tax Sharing Amount means the Companies' share of any federal, state or local income Tax liabilities reported on a consolidated, combined or unitary basis with Seller with respect to all Pre-Closing Tax Periods and for which no Tax Return has yet been filed as determined in a manner that is consistent with past practice and in accordance with the principles of the Consolidated U.S. Tax Liability Allocation Agreement among Seller, Liberty Life, Cosmos Broadcasting Corporation and all other affiliated companies dated February 10, 1988 (the "Tax Liability Allocation Agreement"), provided that such amount shall not take into account any Tax resulting from a Section 338(h)(10) election (or any similar provision of state or local law and including any Taxes on Phase III income as a result of an election made under Section 338), any dividend of shares pursuant to Section 5.9 of this Agreement or the dividends contemplated by Section 3.7(b) of this Agreement or the sale of any assets for the purpose of funding the Special Dividend contemplated by Section 3.7(b) (other than in the Ordinary Course of Business). Furthermore, such liability shall be determined as if Seller has not taken any position, entered into any agreement or settled any contest in a way that would be more favorable to Seller or a member of Seller's consolidated group (other than any Company or Company Subsidiary) and less favorable to any of the Companies or the Company Subsidiaries.
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Tax Sharing Amount means for any tax reporting period, the amount of income taxes which would be payable on the taxable income of the Borrower and its Subsidiaries if the Borrower and its Subsidiaries were treat as a consolidated tax reporting group on a standalone basis, independent of CFAC.
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Tax Sharing Amount means the product of (a) 80% ------------------ and (b) the difference between (x) the difference between (i) the Notional Tax Amount and (ii) the Actual Tax Amount and (y) $5 million.
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Examples of Tax Sharing Amount in a sentence

  • Tax Sharing Payments shall be made by payment to (or from, as applicable) the Member that is the common parent (or whose direct or indirect owner is the common parent) of the relevant Tax Group, or, at the request of such Member in the case of a positive Tax Sharing Amount, by direct payment to the relevant Tax authority or to the common parent of the Tax Group.

  • As of September 30, 2010 (the last day by which the Company must distribute the Current Special Distribution Amount), the Current Special Distribution Amount equals $0 (because the EDFD Tax Sharing Amount ($4.30) does not exceed the Constellation Tax Sharing Amount ($9.70 plus interest)).

  • The EDFD Tax Sharing Amount (calculated in 2010) equals $4.30 (50% of the EDFD Tax Savings Amount).

  • As of September 10, 2012 (the last day by which the Company must distribute the Current Special Distribution Amount), the Current Special Distribution Amount equals $7.14 (the quotient obtained by dividing (i) the difference between $13.10 (the EDFD Tax Sharing Amount) and $9.53 (the Constellation Tax Sharing Amount) by (ii) 50% (the Percentage Interest with respect to EDFD)).

  • The prices charged for the item supplied under the contract by successful tenderer shall in no event exceed the lowest price at which the successful tenderer sells the items of identical description to any other institutions during the period of contract.

  • For the -------------------------- avoidance of doubt, in the event that the Tax Sharing Amount is a negative number, the Initial Contingent Amount shall be reduced by the absolute value of such negative Tax Sharing Amount, provided, that if the EBITDA Earn-Out Amount -------- is less than $25 million (i.e., the third component of the EBITDA Earn-Out - - Amount under Section 2.1(c) has not been earned), no such reduction shall be made.

  • They had controlled a minority of state House and state Senate chambers (and been a minority of legislators nationally) for nearly every year since the early 1930s—usually by large margins.

  • Access to certain DoD or VA patient populations, resources, or databases may only be obtained by collaboration with a DoD or VA investigator who has a substantial role in the research and may not be available to a non-DoD or non-VA investigator if the resource is restricted to DoD or VA personnel.

  • Tax Sharing Amount (calculated in 2010) equals $9.70 plus half of the accrued interest described above.

Related to Tax Sharing Amount

  • Tax Sharing Arrangement means any written or unwritten agreement or arrangement for the allocation or payment of Tax liabilities or payment for Tax benefits with respect to a consolidated, combined or unitary Tax Return which includes the Company.

  • Tax Sharing Agreement means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document).

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Closing Amount has the meaning set forth in Section 2.3.

  • 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:

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

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

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.2(a).

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Apportioned Obligations has the meaning set forth in Section 5.2(b).

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

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

  • Related Liability Amount with respect to any Related Liability on the books of the Assuming Institution, means the amount of such Related Liability as stated on the Accounting Records of the Assuming Institution (as maintained in accordance with generally accepted accounting principles) as of the date as of which the Related Liability Amount is being determined. With respect to a liability that relates to more than one asset, the amount of such Related Liability shall be allocated among such assets for the purpose of determining the Related Liability Amount with respect to any one of such assets. Such allocation shall be made by specific allocation, where determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated on the Accounting Records of the entity that owns such asset.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Transaction Payroll Taxes means all employer portion payroll or employment Taxes incurred in connection with any bonuses, option cash-outs or other compensatory payments in connection with the Transactions.

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Initial Bankruptcy Loss Coverage Amount $226,715.

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • Termination Payment has the meaning set forth in Section 6.03.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).