Debt Free Deductions definition

Debt Free Deductions means the aggregate amount of (a) any interest-bearing Debt of the Company that will not be repaid at Closing pursuant to Section 2.04(a)(i), (b) accrued interest payable (to the extent not already included in the amounts deducted pursuant to clause (a) of this definition), (c) current income and franchise taxes payable in respect of income earned by the Company through the Effective Time (excluding deferred tax liabilities in an amount not to exceed $1,247,831, which will be assumed by the Buyer), (d) bank overdrafts, (e) accrued incentive compensation, (f) unfunded liability for retirement benefits, (g) Deferred Compensation and (h) any unpaid amounts (other than trade payables) owed by the Company to its Affiliates, in each case as of the Closing Date and in each case as such amounts are determined in accordance with the Accounting Methods. Notwithstanding the foregoing, the Parties agree that accrued amounts relating to the Company’s 2012 bonus plan (which liabilities will be assumed by the Buyer) shall not be included in the calculation of the “Debt Free Deductions”.
Sample 1

Examples of Debt Free Deductions in a sentence

  • The Proposed Closing Balance Sheet and the calculation of Proposed Closing Working Capital and Proposed Closing Debt Free Deductions set forth therein, after giving effect to any Agreed Adjustments and to the resolution of any Remaining Disputed Items set forth in the Adjustment Report, shall be deemed to be final and binding on the Parties as the Final Closing Balance Sheet, the Final Closing Working Capital and the Final Closing Debt Free Deductions for purposes of this Agreement.

  • The Buyer will be solely responsible (i) for all such compensation and benefits to the extent accrued as liabilities on the Final Closing Balance Sheet or expressly excluded from the Debt Free Deductions as an obligation of the Buyer and (ii) for all compensation (including bonuses or other incentive compensation) and benefits to all employees of the Company for any periods after the Effective Time.

Related to Debt Free Deductions

  • Allowable Deductions means the following costs, charges, and expenses incurred or accrued by Payor:

  • Agreed Deductions means any deductions the Agency Worker has agreed can be made from their pay;

  • Member Nonrecourse Deductions has the meaning of “partner nonrecourse deductions” set forth in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

  • Partner Nonrecourse Deductions means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(i), are attributable to a Partner Nonrecourse Debt.

  • Transaction Deductions means any deduction permitted for income Tax purposes attributable to (i) Transaction Expenses or other similar expenses paid on or prior to the Closing Date; and (ii) any fees, expenses, and interest (including amounts treated as interest for income Tax purposes) that were incurred in connection with the Indebtedness (or payment thereof).

  • Permitted Deductions means the sum of, without duplication, the following costs or expenses:

  • Nonrecourse Deductions has the meaning set forth in Section 1.704-2(b)(1) of the Regulations.

  • Member Nonrecourse Deduction means “partner nonrecourse deduction” as defined in Treasury Regulations Section 1.704-2(i), substituting the term “Member” for the term “partner” as the context requires.

  • Nonrecourse Deduction shall have the meaning given such term in Regulations Section 1.704-2(b)(1).

  • Remaining Net Positive Adjustments means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units or Subordinated Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Units), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General Partner Units for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

  • Transaction Tax Deductions means any Tax deductions relating to (i) any pay down or satisfaction of Company Indebtedness or other Indebtedness, (ii) the payment or incurrence of any Transaction Expenses or Transaction Bonus Payments and (iii) any other deductible payments attributable to the Contemplated Transactions economically borne by the Seller. For this purpose, any success-based fees shall be treated as deductible in accordance with Rev. Proc. 2011-29.

  • Net Positive Adjustments means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

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

  • Selected Consolidated Financial Data and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

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

  • Net Taxable Income has the meaning set forth in Section 4.01(b)(i).

  • Earn-Outs means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement, in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted Acquisition.

  • Straddle Period means any taxable period beginning on or before the Closing Date and ending after the Closing Date.

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

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.

  • Tax Items shall have the meaning set forth in Section 6.4.A.

  • Income Tax Expense means, with respect to the Borrowers, for any period, the aggregate, without duplication, of all Taxes on the income of such Person for such period, whether current or deferred, determined on a Modified Consolidated Basis.

  • Earn-Out means any bona fide contingent obligation to make “earn-out” payments to one or more prior owners of any Person, business or division, the capital stock of which, or all or substantially all of the assets of which, have been acquired by the Borrower or any of its Subsidiaries, which “earn-out” payment obligation is contingent upon, or varies in amount based upon, the performance of the Person or of the assets so acquired, as such performance is measured by one or more financial, business or other performance criteria.

  • Adjusted EBIT means, for any accounting period, net income (or net loss) of NAI and its Subsidiaries (determined on a consolidated basis), plus the amounts (if any) which, in the determination of net income (or net loss) for such period, have been deducted for (a) interest expense, (b) income tax expense (c) rent expense under leases of property, and (d) Permitted Non-Cash Charges.

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

  • Net Losses means, for each fiscal year or other period, an amount equal to the Partnership's taxable income or loss for such year or period determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments: