Transaction Tax Benefit Amount definition

Transaction Tax Benefit Amount means the sum of (a) product of (i) the total amount of all Transaction Deductions to the extent such Transaction Deductions: (A) do not reduce taxes for a Pre-Closing Tax Period or result in a refund payable to Seller pursuant to Section 6.13(c), and (B) are either paid by Seller or one or more of the Group Companies prior to Closing or are paid by (or on behalf of) Buyer and reduce the Purchase Price payable to Seller, as finally determined multiplied by (ii) 0.24; plus (b) $480,000.
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Transaction Tax Benefit Amount means an amount equal to $8,000,000.
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Transaction Tax Benefit Amount means $3,500,000.
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Examples of Transaction Tax Benefit Amount in a sentence

  • Any Transaction Tax Benefit Amount payable under the prior sentence shall be payable no later than ten (10) Business Days after the date the Transaction Tax Benefit Amount is finally determined under Section 12.6(c).

  • Notwithstanding the foregoing, to the extent the Transaction Tax Benefit Amount arises from a refund for Taxes (whether by direct payment or credit), the Transaction Tax Benefit Amount shall not be payable prior to the date that is ten (10) Business Days after Parent, the Company, any Company Subsidiary or any of their Affiliates receives such refund from the applicable Tax Authority.

  • Acquiror shall cause Keystone or the Keystone Subsidiaries to deliver promptly to Holder Representative any refunds of Taxes received by Keystone or a Keystone Subsidiary attributable to the period through the Effective Time of the Merger, other than refunds that are (i) attributable to the deductions for items identified in the Transaction Tax Benefit Amount calculation or (ii) the carry back of losses or deductions generated in a post-Closing period.


More Definitions of Transaction Tax Benefit Amount

Transaction Tax Benefit Amount means the amount obtained by multiplying (A) the sum of (i) all of the Optionholder Closing Payment Amounts for all Optionholders, (ii) payments under deferred compensation arrangements and (iii) any other deductible Transaction Expenses by (B) 39.6%.
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Transaction Tax Benefit Amount means $12,320,694.
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Transaction Tax Benefit Amount means twenty million dollars ($20,000,000).
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Transaction Tax Benefit Amount means for any Applicable Tax Year, the amount equal to the excess of (1) the amount of U.S. federal income Taxes that would have been incurred by Parent, the Company, any Company Subsidiary and their Affiliates with respect to such year (or period) calculated assuming that the Transaction Deductions are zero dollars ($0) over (2) the amount of U.S. federal income Taxes that were actually incurred by Parent, the Company, any Company Subsidiary and their Affiliates with respect to the year (or period). For purposes of computing the Transaction Tax Benefit Amount, the Parties shall assume that all items of income, gain, deduction, expense, and credits (including those relating to state income Taxes) are the same under clause (1) and clause (2) except for any increase in deductions or expenses under clause (2) with respect to the Transaction Deductions (including as applicable, as part of any net operating loss deduction). For avoidance of doubt, (i) if the amount of U.S. federal income Tax refunds receivable by Parent, the Company or any Company Subsidiary, or their Affiliates for an Applicable Tax Year (or the portion of the Overlap Period beginning on the day after the Closing Date) is increased as a result of the Transaction Deductions, such increase will be a Transaction Tax Benefit Amount, (ii) the Transaction Tax Benefit shall not include any state, local or non-U.S. tax benefits, and (iii) shall be subject to the Transaction Tax Benefit Cap in accordance with Section 12.6(a).
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Transaction Tax Benefit Amount means the product of: (A) 38.5% multiplied by (B) the sum of:
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Transaction Tax Benefit Amount means the product of (a) 38.5% multiplied by (b) the sum of (i) the amount of gross compensation income to be realized by the holders of Outstanding Options as a result of the exercise thereof and the sale pursuant to the Merger of the Common Shares received upon exercise thereof plus, (ii) the amount of any bonuses paid or payable by Keystone or the Keystone Subsidiaries as a result of the consummation of the transactions contemplated hereby; provided, however, that in no event shall the Transaction Tax Benefit Amount for purposes hereof exceed $10,500,000.
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Related to Transaction Tax Benefit Amount

  • Tax Benefit means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

  • Transaction Tax Deductions means, to the extent Tax deductible for Income Tax purposes, all compensation attributable to payments by a Company or Company Subsidiary on or prior to the Closing Date, including employee transaction-related bonuses, change of control payments, and severance payments, resulting from or related to the consummation of the Contemplated Transactions that are charged to Sellers as part of the Transaction Expenses.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Transaction Taxes has the meaning set forth in Section 6.01.

  • Tax Detriment means an increase in the Tax liability (or reduction in refund or credit or any item of deduction or expense) of a Taxpayer for any taxable period. Except as otherwise provided in this Agreement, a Tax Detriment shall be deemed to have been realized or incurred from a Tax Item in a taxable period only if and to the extent that the Tax liability of the Taxpayer for such period, after taking into account the effect of the Tax Item on the Tax liability of such Taxpayer in the current period and all prior periods, is more than it would have been had such Tax liability been determined without regard to such Tax Item.

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries.

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign Tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Tax Attributes means net operating losses, capital losses, investment tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, separate limitation losses and any other losses, deductions, credits or other comparable items that could reduce a Tax liability for a past or future taxable period.

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Transaction Payroll Taxes means the employer portion of any employment or payroll Taxes with respect to any bonuses, severance, option cashouts, Change in Control Payments or other compensatory payments in connection with the transactions contemplated by this Agreement, whether payable by Buyer, the Company or its Subsidiaries.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.