338(h)(10) Payment definition

338(h)(10) Payment means a payment equal to Five Hundred Thousand U.S. Dollars ($500,000) to be made by the Buyer to the Sellers.

Examples of 338(h)(10) Payment in a sentence

  • Buyer shall be solely responsible for any and all payments owed by the Sellers on the Federal and State levels and by ICS on the local level as a result of the Section 338(h)(10) Election (the "SECTION 338(H)(10) PAYMENT") and shall pay to the Sellers the Section 338(h)(10) Payment on a net after tax basis at least five (5) Business Days before the date that the Section 338(h)(10) Payment is due.

  • The Section 338(h)(10) Payment to be paid by Buyer to Seller shall equal the amount stated in Section 6.5(e) above if Buyer so agrees with this amount, or the amount as determined by the Accounting Firm.

  • These determinations of the Deemed Gain on Sale of Assets and the Section 338(h)(10) Payment shall be subject to the Buyer's review and approval prior to the Closing Date.

  • In addition, the Sellers may receive Contingent Earn-Out Payments pursuant to Section 2.08 and a Section 338(h)(10) Payment pursuant to Section 2.09(a).

  • Within fifteen (15) days after the determination of the Final Section 338(h)(10) Amounts, Purchaser shall deliver to each Seller its Section 338(h)(10) Payment, which shall be payable in cash or Purchaser Stock or a combination thereof (in each case in the sole determination of each Seller for herself and himself individually), any such Purchaser stock to be valued in the same manner as the Purchaser Stock Consideration was valued at Closing.

Related to 338(h)(10) Payment

  • Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

  • Installment Payment has the meaning ascribed to it in Section 2.02(a).

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • PAGA Payment means the penalties pursuant to PAGA that the Parties have agreed is a

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Upfront Payment has the meaning set forth in Section 4.1.

  • U.S. Source Withholdable Payment means any payment of interest (including any original issue discount), dividends, rents, salaries, wages, premiums, annuities, compensations, remunerations, emoluments, and other fixed or determinable annual or periodical gains, profits, and income, if such payment is from sources within the United States. Notwithstanding the foregoing, a U.S. Source Withholdable Payment does not include any payment that is not treated as a withholdable payment in relevant U.S. Treasury Regulations.

  • Installment Payments shall have the meaning set forth in Section 5(b)(ii).

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

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

  • Income Tax Expense means for Borrower and its Subsidiaries, on a consolidated basis for any period, all state and federal income taxes (including without limitation Texas franchise taxes) paid or due to be paid during such period.

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

  • 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.

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Individual Settlement Payment means the amount payable from the Net

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

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • Debit Payment means a particular transaction where a debit is made.

  • Delta Payment means as it is described in this Agreement.

  • Settlement Payment means the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a transfer, of cash or other property to effect a Settlement.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • 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.

  • Closing Payment has the meaning set forth in Section 2.2(a).