Underpayment Amount has the meaning set forth in Section 2.09(b)(ii).
Underpayment Amount has the meaning set forth in Section 2.4(d)(i).
Underpayment Amount means, as determined with respect to a Holder, (a) any “imputed underpayment” determined under Code Section 6225, (b) any similar or corresponding amount determined under any similar or corresponding provision of any State Tax, (c) any other similar or corresponding amount if and to the extent such amount represents the payment or collection of any Tax that would otherwise be paid or payable by such Holder as a result of the pass-through (or similar treatment) of any item of Profit or Loss to such Holder, and (d) any withholding, estimated or other Tax required by law to be withheld or paid by the Company with respect to or on behalf of such Holder.
Examples of Underpayment Amount in a sentence
Such updated Allocation Schedule shall also include a calculation of the portion of any Underpayment Amount and release of the Holdback Adjustment Amount to which each Equityholder is entitled pursuant to Section 3.15(b) below, as applicable.
More Definitions of Underpayment Amount
Underpayment Amount shall have the meaning set forth in Section 2.5(c)(i) hereof.
Underpayment Amount has the meaning set forth in Section 3.2(c). Annex A-5 Schedule 3.1(b) Company Costs Internal or Third Party costs and expenses for the benefit of the Company Group as well as costs and expenses associated with the following (without duplication):
Underpayment Amount has the meaning set forth in Section 3.3(b). SCHEDULE I SHAREHOLDERS; CAPITALIZATION NAME NUMBER OF SHARES Xxxxx X. Xxxxxxxxxxxx 354,968 Xxxxxx Xxxxxxxxxxxx, trustee for21,000 Xxxxx X. Xxxxxxxxxxxx under agreement dated April 3, 1996, with Xxxxx X. Xxxxxxxxxxxx, grantor Xxx X. Xxxxx 21,000 Xxx X. Xxxxxx 21,000 Xxxxx X. Xxxxxxxxxxxx 43,690 X.X. Xxxxxxxxxxxx 27,862 The Investors Services Trust Company, Trustee of the PackerWare Corporation Employee Stock Ownership Plan and Trust 210,729 Total outstanding shares of Company Common 700,249 Stock SCHEDULE II ASSETS TO BE TRANSFERRED
Underpayment Amount means, as determined with respect to a Member, (a) any “imputed underpayment” determined under Code Section 6225, (b) any similar or corresponding amount determined under any similar or corresponding provision of any State Tax, (c) any other similar or corresponding amount if and to the extent such amount represents the payment or collection of any Tax that would otherwise be paid or payable by such Member as a result of the pass-through (or similar treatment) of any item of Net Profit or Net Loss to such Member, and (d) any withholding, estimated or other Tax required by law to be withheld or paid by the Company with respect to or on behalf of such Member.
Underpayment Amount has the meaning set forth in Section 2.5(c)(i).
Underpayment Amount has the meaning set forth in Section 3.15(b)(ii).
Underpayment Amount has the meaning set forth in SECTION 4.1(c)(i). ANNEX, SCHEDULES AND EXHIBITS Annex I Definitions SCHEDULES TO THE DISCLOSURE LETTER Schedule 3.1 - Shareholders' Expenses Schedule 5.1 - Title to Merger Shares Schedule 6.1 - Organization; Good Standing; Qualification Schedule 6.2 - Equity Interests Schedule 6.4 - Authority; Noncontravention; Consents Schedule 6.5 - Financial Statements; Funded Indebtedness Schedule 6.6 - Absence of Undisclosed Liabilities Schedule 6.7 - Absence of Changes Schedule 6.8 - Tax Matters Schedule 6.9 - Title to Assets; Properties and Rights Schedule 6.10 - Real Property - Owned and Leased Schedule 6.11 - Intellectual Property Schedule 6.12(a) - Agreements Schedule 6.12(b) - No Defaults Schedule 6.12(c) - Purchase Orders Schedule 6.13 - Litigation, Etc. Schedule 6.14 - Compliance; Governmental Authorization Schedule 6.15 - Labor Relations; Employees Schedule 6.16(a) - Employee Benefit Plans Schedule 6.16(b) - ERISA Compliance Schedule 6.17 - Environmental Matters Schedule 6.18 - Brokers Schedule 6.19 - Related Transactions Schedule 6.20 - Accounts and Notes Receivable Schedule 6.21 - Accounts and Notes Payable Schedule 6.22 - Inventories Schedule 6.25 - Insurance Schedule 6.26 - Books and Records Schedule 7.2 - Authority; Noncontravention; Consents Schedule 7.3 - Capital Stock Schedule 7.4 - SEC Documents Schedule 10.7 - Purchaser Preferred Stock Schedule 11.5 - Termination of Affiliate Transactions Schedule I - Shareholders EXHIBITS Exhibit A Certificate of Merger Exhibit B Form of Certificate of Designation Exhibit C Form of Opinion of the Counsel to the Company and the Shareholders Exhibit D Form of Opinion of Counsel to the Purchaser and Acquisition Sub Exhibit E Form of Employment Agreement Exhibit F Form of Lease Amendment Exhibit A Certificate of Merger Exhibit B Form of Certificate of Designation Exhibit C Form of Opinion of the Counsel to the Company and the Shareholders Exhibit D Form of Opinion of Counsel to the Purchaser and Acquisition Sub Exhibit E Form of Employment Agreement Exhibit F Form of Lease Amendment