Closing Date Tax Benefits definition

Closing Date Tax Benefits means the Tax deductions to the Companies from or relating to the payment of (i) the consideration to the Option Holders pursuant to the Option Termination Agreements, (ii) the Sellers’ Expenses, (iii) any transaction bonuses or other compensation payments paid by Holdings or its Subsidiaries in connection with the Closings and (iv) the payment of any outstanding indebtedness of Holdings or it Subsidiaries on the Closing Date.
Sample 1
Closing Date Tax Benefits means the Income Tax deductions of Sellers arising on or prior to the Closing Date from or relating to the payment of the Transaction Expenses of Sellers on or prior to the Closing Date, but only to the extent any such deductions are permitted under the Code or applicable U.S. Treasury Regulations for the tax period ending on the Closing Date.
Sample 1Sample 2

Examples of Closing Date Tax Benefits in a sentence

  • To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made, and any Tax deduction attributable to the payments under Section 3.8 shall be treated as Closing Date Tax Benefits.

  • The Option Holders are hereby deemed “Sellers” for purposes of indemnification obligations pursuant to this Agreement, and, as such, each Option Holder shall be entitled to its respective Percentage Interest in the Indemnification Escrow Account, the Working Capital Escrow Account any Closing Cash, and any Closing Date Tax Benefits.

  • Any Tax refunds that are actually received by Purchaser or the Company Group (the “Purchaser Group”) that arise as a direct result of the Closing Date Tax Benefits (the “CDTB Refunds”) shall be deposited in an escrow account and held by an escrow agent pursuant to an escrow agreement to be entered among Purchaser, the Sellers and the escrow agent.

  • To the extent the Purchaser Group recognizes any reduction in Tax liability arising from the Closing Date Tax Benefits at any time, the Purchaser Group shall pay to the Sellers’ Representative for the benefit of the Sellers and Option Holders an amount of cash equal to the reduction in Taxes owed within five (5) Business Days after the Purchaser Group files any Tax Return after the Closing.

  • The amount that the Purchaser Group shall pay under this subsection 62 shall be determined on a “with and without” basis considering the Closing Date Tax Benefits.

  • An “Applicable Tax Refund” is a refund of Tax received by the Purchaser Group after the Closing that is attributable to Closing Date Tax Benefits recognized after the Closing.

  • All calculations necessary to compute the amount of a cash benefit or additional Closing Date Tax Benefits under this Section 7.4 shall be done on a with and without basis similar to that done in Section 6.4(d).

Related to Closing Date Tax Benefits

  • Closing Date Cash has the meaning specified in Section 3.4(a).

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

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers, 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.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

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

  • Base Tax Year means the property tax levy year used

  • Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a).

  • Closing Date Term Loan has the meaning specified in Section 2.01(a).

  • 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.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Closing Date Net Working Capital means the Net Working Capital as of the Closing Date.

  • Closing Date Term Loans means the Term Loans made by the Term Lenders on the Closing Date to the Borrower pursuant to Section 2.01(1).

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

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

  • Closing Date Transactions means, collectively (a) the funding of the Loans on the Closing Date and the execution and delivery of Loan Documents to be entered into on the Closing Date, (b) the Debt Proceeds Transfer, and (c) the payment of Closing Date Transaction Expenses.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Tax Benefit means any refund, credit, or other reduction in otherwise required Tax payments.

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

  • Base taxable value means the agreed value specified in a resolution or interlocal agreement under Subsection 17C-1-102(8) from which tax increment will be collected.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).