Total Tax Consideration definition

Total Tax Consideration has the meaning set forth in Section 8.1(c).
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Total Tax Consideration shall have the meaning specified in Section 2.6(a).
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Total Tax Consideration means the total amount deemed received by the Company from Purchaser in exchange for the assets of the Company for income Tax purposes pursuant to this Agreement and the Section 338(h)(10) Election, including the Purchase Price, as adjusted hereunder, and any liabilities of the Company properly includible in determining the amount realized by the Company for income Tax purposes in connection with its deemed sale of its assets.
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Examples of Total Tax Consideration in a sentence

  • An accredited worksite representative is allowed reasonable time during working hours to interview and/or meet with the employer or the employer’s representative on industrial matters affecting employees whom they represent.

  • In the event that any taxing authority disputes the allocation of the Total Tax Consideration among the Assets as reflected by either Buyer or Seller on their respective Tax Returns, Buyer or Seller, as the case may be, shall promptly notify the other party of the existence and nature of such dispute, and upon the resolution of such dispute, advise the other party of the details of such resolution.

  • In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall provide the Representative a revised Tax Allocation Statement and theprinciples of this Section 6.03(c) shall apply to each revised Tax Allocation Statement (for the avoidance of doubt, including dispute resolution if necessary).

  • Within 60 days after the Closing Date, Buyer shall prepare and deliver to Seller an allocation schedule allocating the Total Tax Consideration among the Assets (the “Allocation Schedule”).

  • Buyer shall deliver to the Seller a statement containing Buyer’s proposed allocation of the Total Tax Consideration among the Purchased Assets (the “Allocation Statement”) and a draft IRS Form 8594 as proposed to be included by Buyer with its Tax Return for the taxable year of the Closing.

  • In the event that any adjustment to the Final Closing Purchase Price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), the Buyer shall promptly provide the Sellers a revised Allocation Statement and the principles of this Section 2.7(a) shall apply to each such revised Allocation Statement.

  • In the event that any adjustment to the aggregate purchase price is paid between the parties pursuant to the terms of this Agreement (or there is otherwise an adjustment to the Total Tax Consideration hereunder), Buyer shall promptly provide the Seller Representative a revised Tax Allocation Statement and the principles of this Section 6.03(c) shall apply to each revised Tax Allocation Statement.

  • As soon as practicable after Purchaser’s exercise of its Section 338(h)(10) Election, Purchaser shall prepare a schedule (the “ Allocation Schedule”) allocating the Total Tax Consideration among the Assets of the Company as required by Sections 1060 and 338(h)(10) of the Code and the Treasury regulations thereunder.

  • The determination and allocation of the Total Tax Consideration pursuant to this Section 6.03 shall be binding on the Sellers and Buyer and all their respective Affiliates for all Tax reporting purposes, including Form 8594, and Treasury Regulations Sections 1.743-1(k) and 1.751-1(a)(3), as applicable.

  • Buyer and Seller agree to treat any amounts payable after the Closing by Seller to Buyer (or by Buyer to Seller) pursuant to this Agreement (including, for the avoidance of doubt, adjustment payments made pursuant to Section 2.06 and any indemnification and other payments made pursuant to ARTICLE VII) as an adjustment to the Total Tax Consideration, unless otherwise required by applicable Laws.


More Definitions of Total Tax Consideration

Total Tax Consideration means the Aggregate Purchase Price and liabilities of the Company.
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Total Tax Consideration has the meaning set forth in Section 6.9(d).
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Total Tax Consideration. See Section 2.4(a);
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Related to Total Tax Consideration

  • Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));

  • Earnout Consideration has the meaning set forth in Section 2.6 below.

  • Total Consideration shall have the meaning as set forth in Section 2.8.

  • Initial Consideration shall have the meaning set forth in Section 5.01.

  • Aggregate Stock Consideration means a number of shares of Acquiror Common Stock equal to the quotient obtained by dividing (i) (x) the Base Purchase Price less (y) the Aggregate Cash Consideration, by (ii) $10.00.

  • Earn-Out Consideration is defined in Section 2.5(c).

  • Designated Noncash Consideration means the fair market value of noncash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by the principal executive officer and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a sale of such Designated Noncash Consideration.

  • Base Consideration is defined in Section 2.2.

  • Exchange Consideration shall have the meaning set forth in Section 11(b)(i).

  • Designated Non-Cash Consideration means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of Cash Equivalents received in connection with a subsequent sale of or collection on such Designated Non-cash Consideration.

  • Cash Consideration has the meaning set forth in Section 2.2.

  • Stock Consideration has the meaning set forth in Section 2.01(c).

  • Minimum Consideration means the $.01 par value per share or such larger amount determined pursuant to resolution of the Board to be capital within the meaning of Section 154 of the Delaware General Corporation Law.

  • Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.

  • Contract Consideration has the meaning set forth in the definition of “Excess Cash Flow.”

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Cash Portion is defined in Section 2.2(a)(iii) hereof.

  • Aggregate Cash Consideration has the meaning set forth in Section 3.01(b)(ii).

  • Additional Consideration has the meaning set forth in Section 3.2.

  • Closing Cash Consideration has the meaning set forth in Section 2.02.

  • Total Merger Consideration has the meaning set forth in Section 2.2(a).

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

  • Per Share Cash Consideration has the meaning set forth in Section 3.01(a)(ii).

  • Purchase Consideration means the aggregate net cash proceeds received by the Company or Specialty Foods Corporation ("SFC") (after deducting all fees and expenses incurred by the Company, SFC and/or their respective affiliates in connection with the Sale). By way of example, if the Purchase Consideration equaled $400,000,000, your Sale Bonus would be $400,000.00. The Sale Bonus shall be paid to you within three (3) months of the completion of the Sale.