Closing Tax Benefit definition

Closing Tax Benefit means forty percent (40%) of the Sale Bonuses.
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Closing Tax Benefit means forty percent (40%) of the sum of the total payments hereunder to holders of In the Money Options.
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Closing Tax Benefit means the amount by which the federal income taxes actually payable by the Company and its Subsidiaries with respect to the fiscal year in which the Closing occurs are less than the amount of such taxes that would have been payable for such periods, to the extent that such difference is as a result of deductions taken by the Company for (i) the exercise of Options in connection with the transactions contemplated by this Agreement, (ii) payment by the Company of the Sale Bonus Payments and (iii) the payment of the Trigger Event Cash Bonus Payments.
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Examples of Closing Tax Benefit in a sentence

  • The Company will claim all available deduction, and credits arising out of clauses (i) through (iv) of the definition of Closing Tax Benefit.

  • The parties disagree over the basis for Darling’s revisions to the post- closing adjustments to the Closing Tax Benefit Amount calculation.

  • A request for access to information under Section 2.5(c) would allow the Sellers to gain the materials necessary to verify the Closing Tax Benefit Amount calculation.

  • First, day-ahead (dis)charging decisions that minimize total electricity costs replace price-agnostic charging decisions.

  • The Engagement Letter The parties were unable to resolve their disagreement over the Closing Tax Benefit Amount by January 18.

  • Darling provided the Closing Tax Benefit Amount with the Proposed Allocation, before the Final Allocation had been determined.

  • Section 2.5(h) of the Agreement sets out a process for resolving disputes over the calculation of the Closing Tax Benefit Amount.

  • For the years ended December 31, 2004 and 2003, the provision for income taxes consists of the following: 2004 2003 ------------- ------------- Current provision $ 83,096 $ 44,664 Deferred provision (3,152) (2,880) ------------- ------------- $ 79,944 $ 41,784 ============= ============= Net deferred tax assets at December 31, 2004 of $6,032 consist solely of state deferred income taxes.

  • As noted above, the Agreement does not provide for multiple or amended notices.139 Rather, it delineates steps to resolve disputes involving the Closing Tax Benefit Amount after a protest notice is served.

  • In the Sellers’ view, the April Engagement Letter unreasonably limits Deloitte’s review to Darling’s calculation of the Closing Tax Benefit Amount and the November Protest Notice.77 Separately, on May 2, Sellers asserted (for the first time) that the deadline to submit a protest notice under Section 2.5(d) had been tolled.78 Thus, the parties reached an impasse.


More Definitions of Closing Tax Benefit

Closing Tax Benefit has the meaning set forth in Section 3.3(h)(i).
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Related to Closing Tax Benefit

  • 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.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

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

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Taxable Period means with respect to any tax, any applicable taxable period ending on or prior to consummation of the transactions contemplated hereby on the Closing Date or the allocable portion of any applicable taxable period that includes but does not end on the Closing Date.

  • Pre-Closing Tax Periods means any and all Tax periods that end on or before the Closing Date and the portion of any Straddle Period ending at the end of day on which the Closing occurs.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

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

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

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

  • 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.

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

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

  • Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.

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

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

  • Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.

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

  • Tax Detriment means any item of income, gain, recapture of credit or any other Tax Item which increases Taxes paid or payable.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

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

  • 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.

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • 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.

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