Deemed Tax Benefit definition

Deemed Tax Benefit means the dollar amount of the additional federal and state income Taxes that would have been shown as due on the Surviving Corporation’s federal and state income Tax Returns for the Tax period beginning on January 1, 2011 and including the Closing Date and any subsequent returns of the Surviving Corporation or as utilized by Parent, but for the inclusion of the Deemed Compensation Deduction in such Tax Returns (but after giving effect to all other available deductions and other tax attributes available for such Tax period). The Deemed Tax Benefit with respect to any such Tax Return shall be equal to the difference between (i) the aggregate Taxes that would have been shown on such Tax Return as imposed for the period covered by such Tax Return had no compensation deduction been claimed on such Tax Return on account of payments pursuant to this Agreement with respect to ISO Stock and vested and unexercised Company Options (the “Claimed Compensation Deduction”) and (ii) the aggregate Taxes that would have been so shown on such Tax Return had the Deemed Compensation Deduction been claimed on such Tax Return (and not the Claimed Compensation Deduction).
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Deemed Tax Benefit shall have the meaning set forth in Section 3.11.
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Deemed Tax Benefit has the meaning set forth in Section 9.5(a).
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Examples of Deemed Tax Benefit in a sentence

  • The delivery of such checks or wire transfers by Parent or the Paying Agent shall be deemed, for all purposes, to have satisfied in full the obligations of Parent to pay the Closing Payment and Estimated Deemed Tax Benefit to such Participating Rights Holders and Parent shall have no further obligation for such payments to such Participating Rights Holder, except as set forth in Sections 1.5(c)(iv) and (v).

  • Parent shall not be required to pay any amount of the Closing Payment, the Estimated Deemed Tax Benefit or any Contingent Payment to any Participating Rights Holder until receipt from such Participating Rights Holder of properly completed and executed Transmittal Materials and the applicable Certificate or Derivative Instruments.

  • To the extent the aggregate Deemed Tax Benefit for all such Tax Returns shown in Parent’s calculation (following resolution of any dispute) exceeds the Adjusted Deemed Tax Benefit, Parent shall cause the Paying Agent to, within ten (10) days after final determination of the Deemed Tax Benefit, make an additional payment to the Participating Rights Holders in an amount equal to such excess, in accordance with and subject to the exchange provisions set forth in Section 2.2.

  • Public Financial Management was important for government institutions to have the right flow of information at the right time because it impacted on broad range of areas including transparency and accountability, fiduciary, risk management, internal controls and cash management.According to the 2020 National budget, Public Financial Management system was aimed at facilitating the provision of essential public services to employees at Provincial Administration Office and Districts in Southern Province.

  • Agreement with City of Youngstown for Recycling Programs, Community Assistance, Education & Litter Control in the amount of $118,498.00.

  • At or prior to the Effective Time, Parent or Merger Sub shall deposit, or cause to be deposited, with the Paying Agent cash in an amount (the “Payment Fund”) equal to (i) the Closing Payment Amount, plus (ii) the Estimated Deemed Tax Benefit, minus (iii) the Closing Escrow Amount, minus (iv) the Representative Reimbursement Amount.

  • The disclosures set forth on the Capitalization and Closing Payment Amount Certificate shall be deemed to be representations and warranties of the Company hereunder.(b) Closing Payment; Estimated Deemed Tax Benefit; Closing Escrow Amount.

  • In connection with the delivery of such Tax Return, Parent shall also deliver a calculation of the Deemed Compensation Deduction and the Deemed Tax Benefit determined by reference to such Tax Return.


More Definitions of Deemed Tax Benefit

Deemed Tax Benefit means 5% of the amount of the portion of any Loss that is deductible by Buyer or the Company in the taxable year of the Loss. The Indemnitee shall seek full recovery under all insurance policies covering any Loss. In the event that an insurance or other recovery is made by any Indemnitee with respect to any Loss for which any such Person has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery shall be made promptly to the Indemnitor;
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Related to Deemed Tax Benefit

  • Realized Tax Benefit means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the Actual Tax Liability. If all or a portion of the Actual Tax Liability for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.

  • Realized Tax Detriment means, for a Taxable Year, the excess, if any, of the Actual Tax Liability over the Hypothetical Tax Liability. If all or a portion of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year, such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

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

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

  • Covered Taxes means any and all U.S. federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect to net income or profits, whether as an exclusive or an alternative basis (including for the avoidance of doubt, franchise taxes), and any interest imposed in respect thereof under applicable law.

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

  • Indemnified Tax means (a) any Tax other than an Excluded Tax and (b) to the extent not otherwise described in clause (a), Other Taxes.

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

  • Recovered tax increment value means, except as otherwise

  • Presumed Tax Rate means the highest effective marginal statutory combined U.S. federal, state and local income tax rate prescribed for an individual residing in New York City (taking into account (i) the deductibility of state and local income taxes for U.S. federal income tax purposes, assuming the limitation of Section 68(a)(2) of the Code applies and taking into account any impact of Section 68(f) of the Code, and (ii) the character (long-term or short-term capital gain, dividend income or other ordinary income) of the applicable income).

  • 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.

  • 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.

  • Combined Tax Return means a Tax Return filed in respect of U.S. federal, state, local or non-U.S. income Taxes for a Combined Group, or any other affiliated, consolidated, combined, unitary, fiscal unity or other group basis (including as permitted by Section 1501 of the Code) Tax Return of a Combined Group.

  • Assumed Tax Rate means the highest effective marginal combined U.S. federal, state and local income tax rate for a Fiscal Year prescribed for an individual or corporate resident in New York, New York (taking into account (a) the nondeductiblity of expenses subject to the limitation described in Section 67(a) of the Code and (b) the character (e.g., long-term or short-term capital gain or ordinary or exempt income) of the applicable income, but not taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes). For the avoidance of doubt, the Assumed Tax Rate will be the same for all Partners.

  • Indemnified Taxes means Taxes other than Excluded Taxes.

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

  • Pre-Tax Earnings means the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • 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).

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Tax Attributes means net operating losses, capital losses, tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, tax bases, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

  • UK Tax Deduction means a deduction or withholding for, or on account of, Tax imposed by the United Kingdom from a payment under a Loan Document, other than a FATCA Deduction.

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

  • Related Taxes means, without duplication (including, for the avoidance of doubt, without duplication of any amounts paid pursuant to any Tax Sharing 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.

  • Pre-Tax Income means income, as determined by GAAP, prior to deduction of the Bonus Pool (as hereinafter defined) and income taxes, and if applicable, after the deduction of any bonus pool of a future officer bonus plan adopted by the Company relating to an applicable Award Year and adjustments approved by the Board as described herein.