Cash Adjustment Business Taxes definition

Cash Adjustment Business Taxes means, (a) with respect to the determination of the Actual Allocated Business Expense Amount, an amount equal to the current Tax expense amount applicable to the taxable income of the Business during the Interim Cash Period, as such amount is set forth in the unaudited financial statements for the Interim Cash Period, and (b) with respect to the determination of the Allocated Business Expense Amount included in the calculation of the Estimated Pre-Closing Business Cash Adjustment, an amount equal to the sum of (i) the product of 0.38 multiplied by the taxable income based on the Monthly Financial Statements for all months in the Interim Cash Period for which such information is available, plus (ii) for any month (including any partial month) in the Interim Cash Period for which the Monthly Financial Statements are not available, (A) in the case of a full month, the amount of Taxes for such month as set forth in the Business Cash Forecast, and (B) in the case of a partial month, the product of (1) the quotient of (A) the amount of Taxes for such month as set forth in the Business Cash Forecast, divided by (B) the number of days in such month, multiplied by (2) the number of days in the period from and including the first day of such month and ending on 11:59 p.m. Washington DC time on the day prior to the Closing Date, in each case, calculated in accordance with the principles used to prepare the Audited Financial Statements.
Sample 1

Related to Cash Adjustment Business Taxes

  • 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.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • 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.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Payroll Taxes means State Unemployment Insurance (“SUI”), Federal Unemployment Insurance (“FUI”) and payments pursuant to the Federal Insurance Contributions Act (“FICA”).

  • SOFR Adjustment means 0.10% (10 basis points) per annum.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Non-Income Taxes means any Taxes other than Income Taxes.

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • 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.

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Cash Taxes in respect of any fiscal period means amounts actually paid by the Companies in such fiscal period in respect of income and capital Taxes (whether relating to such fiscal period or any other fiscal period).

  • 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.

  • Base Taxes means the Taxes payable for the Base Tax Year.

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

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Contract Adjustment Payments means the payments payable by the Company on the Payment Dates in respect of each Purchase Contract, at a rate per year of [ ]% of the Stated Amount per Purchase Contract.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • New Taxes means (i) any Taxes enacted and effective after the Effective Date, including, without limitation, that portion of any Taxes or New Taxes that constitutes an increase, or (ii) any law, order, rule or regulation, or interpretation thereof, enacted and effective after the Effective Date resulting in the application of any Taxes to a new or different class of parties.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).