Election Tax Cost definition

Election Tax Cost means, with respect to each Seller, (A) the excess, if any, of (x) the net ordinary income and capital gain recognized by such Seller as a consequence of the Election multiplied by a tax rate of 44% for ordinary income and 24% for capital gain, as the case may be, over (y) the net long-term capital gain that would have been recognized by such Seller on the sale of his Shares if the Election had not been made multiplied by 24%, divided by (B) the excess of 100 percent over the applicable percentage described in clause (x).
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Election Tax Cost shall have the meaning set forth in Section 13.1(c) hereof.
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Election Tax Cost means an amount which, net of all federal, state and local Taxes imposed on the Sellers in respect of the receipt thereof by the Sellers, would be equal in amount to the excess of (A) the aggregate federal, state and local Tax liability incurred by the Sellers as a consequence of the transactions contemplated hereby (giving effect to the Election and the allocation of the Purchase Price in accordance with Section 1.4 hereof), over (B) the aggregate federal, state and local Tax liability that would have been incurred by the Sellers on the sale of the Securities if the Election had not been made (and assuming that no portion of the Purchase Price were allocable to a covenant not to compete); provided, however, that (i) the Election Tax Cost shall not exceed 200% of the estimate of the Election Tax Cost shown on Schedule 13.1(c) attached hereto, (ii) the amount excluded from the Sellers' indemnification obligation under Section 11.2(e)(i), when aggregated with the Election Tax Cost, shall not exceed 200% of the estimate of this Election Tax Cost shown on Schedule 13.1(c) hereto, and (iii) the amount of Purchaser's indemnification obligation under Section 11.3(f)(i), when aggregated with the Election Tax Cost, shall not exceed 200% of the estimate of the Election Tax Cost shown on Schedule 13.1(c) hereto.
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Examples of Election Tax Cost in a sentence

  • If the Election is made, the Election Tax Cost (as determined hereunder) shall be paid as additional Purchase Price by the Buyer to the Sellers and the Buyer and Sellers shall report, in connection with the determination of Taxes, the transactions contemplated by this Agreement in a manner consistent with the Election, the computation of the Election Tax Cost, the Modified Aggregate Deemed Sales Price (as defined below) and the Deemed Sales Price Allocation (as defined below).

  • The Buyer shall pay any such unpaid Election Tax Cost to the affected Sellers within five (5) Business Days after receipt of the ETC Accountant's statement.

  • If the Election is made, the Purchase Price shall be increased by the Election Tax Cost (as determined in accordance with Section 13.1(c) hereof) and the Sellers and the Purchaser shall report, in connection with the determination of income, franchise or other Taxes measured by net income, the transactions being undertaken pursuant to this Agreement in a manner consistent with the Election and with the computation of the Election Tax Cost.

  • If the Buyer makes the Election pursuant to ----------------- Section 7.1(a), the Buyer shall pay to the Sellers the amount of the Election Tax Cost by March 15, 1999.

  • The ETC Accountant -------------- shall on or prior to the date that is thirty (30) days after any information reasonably requested by the ETC Accountant to be provided shall have been received by the ETC Accountant, deliver to the Buyer and the Sellers, a statement stating that the calculations made in determining the Election Tax Cost are correct or setting forth its resolution of any specific items of disagreement and a calculation of any unpaid Election Tax Cost based upon such resolution.

  • If the Buyer makes the Election ----------------- pursuant to Section 7.1(a), the Buyer shall pay to the Sellers the amount of the Election Tax Cost by March 15, 1999.

  • The ETC -------------- Accountant shall on or prior to the date that is thirty (30) days after any information reasonably requested by the ETC Accountant to be provided shall have been received by the ETC Accountant, deliver to the Buyer and the Sellers, a statement stating that the calculations made in determining the Election Tax Cost are correct or setting forth its resolution of any specific items of disagreement and a calculation of any unpaid Election Tax Cost based upon such resolution.

  • The Buyer's determination of the Election Tax Cost shall be final and binding upon the parties to this Agreement unless within thirty (30) days after receipt by the Sellers of the Buyer's computation of the Election Tax Cost the Sellers shall have delivered to the Buyer a notice (an "ETC Disagreement Notice") setting forth specific ----------------------- objections to the amount or calculations of the Election Tax Cost.

  • The consideration for the Shares (the “Purchase Price”) will be Twenty Five Million Dollars ($25,000,000) plus or minus the Adjustment Amount and the Election Tax Cost.

  • The Buyer's determination of the Election Tax Cost shall be final and binding upon the parties to this Agreement unless within thirty (30) days after receipt by the Sellers of the Buyer's computation of the Election Tax Cost the Sellers shall have delivered to the Buyer a notice (an "ETC Disagreement Notice") setting forth specific objections to the amount or ----------------------- calculations of the Election Tax Cost.


More Definitions of Election Tax Cost

Election Tax Cost of a Seller shall mean, with respect to each of the G&B Shares, the Gilco Shares, the GCB Shares and the C&C Shares, as the case may be, an amount, equal to the excess (if any) of (w) the amount of federal income and Louisiana state income Taxes payable by such Seller with respect to the sale of the G&B Shares, the Gilco Shares, the GCB Shares, and the C&C Shares, as the case may be, as a consequence of an Election over (x) the amount of federal income and Louisiana state income Taxes that would have been payable by such Seller with respect to the sale of the G&B Shares, the Gilco Shares, the GCB Shares, and the C&C Shares, as the case may be, if an Election had not been made. The Election Tax Cost shall be calculated on an after tax basis, so that the total amount received by each Seller is grossed up to include additional federal income Taxes and Louisiana state income Taxes resulting from the receipt of Election Tax Cost.
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Election Tax Cost means, with respect to each of the G&B Shares and the Gilco Shares, as the case may be, an amount, equal to the excess (if any) of (w) the amount of federal income and Louisiana state income Taxes payable by the Seller with respect to the sale of the G&B Shares or the Gilco Shares, as the case may be, as a consequence of an Election over (x) the amount of federal income and Louisiana state income Taxes that would have been payable by the Seller with respect to the sale of the G&B Shares or Gilco Shares, as the case may be, if an Election had not been made. The Election Tax Cost shall be calculated on an after tax basis, so that the total amount received by the Seller is grossed up to include additional federal income Taxes and Louisiana state income resulting from the receipt of Election Tax Cost.
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Election Tax Cost shall have the meaning set forth in Section 5.10(f).
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Election Tax Cost means any additional Tax liability that will accrue to the Shareholder as a result of the Election.
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Election Tax Cost means, with respect to each Seller, (A) the excess, if any, of (x) the net ordinary income and capital gain recognized by such Seller as a consequence of the Election multiplied by such Seller's net effective federal and state income tax rate applicable to ordinary income and capital gain, as the case may be, in effect on the Closing Date, over (y) the net long-term capital gain that would have been recognized by such Seller on the sale of his Shares if the Election had not been made multiplied by such Seller's net effective federal and state income tax rate applicable to long-term capital gain on the sale of stock, divided by (B) the excess of 100 percent over the applicable percentage described in clause (x).
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Related to Election Tax Cost

  • Tax Cost means any increase in Tax payments otherwise required to be made to a Taxing Authority (or any reduction in any refund otherwise receivable from any Taxing Authority).

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

  • 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.

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

  • Pre-Tax Contributions means, for any Participant, the aggregate of the Participant's Basic Pre-Tax Contributions and Supplemental Pre-Tax Contributions contributed to the applicable Pre-Tax Contribution Account.

  • Distribution Taxes means any Taxes incurred as a result of the failure of the Intended Tax-Free Treatment of the Internal Restructuring, the Controlled Transfer or the Distribution.

  • 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.

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

  • 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.

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

  • 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).

  • Production Tax Credit or “PTC” means the tax credit for electricity produced from certain renewable generation resources described in Section 45 of the Internal Revenue Code of 1986, as it may be amended or supplemented from time to time.

  • 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.

  • 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.

  • 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.

  • Tax Costs which shall mean any and all real estate taxes and other similar charges on real property or improvements, assessments, water and sewer charges, and all other charges assessed, reassessed or levied upon the Project and appurtenances thereto and the parking or other facilities thereof, or the real property thereunder (collectively the "Real Property") or attributable thereto or on the rents, issues, profits or income received or derived therefrom which are assessed, reassessed or levied by the United States, the State of California or any local government authority or agency or any political subdivision thereof, and shall include Landlord's reasonable legal fees, costs and disbursements incurred in connection with proceedings for reduction of Tax Costs or any part thereof; provided, however, if at any time after the date of this Lease the methods of taxation now prevailing shall be altered so that in lieu of or as a supplement to or a substitute for the whole or any part of any Tax Costs, there shall be assessed, reassessed or levied (a) a tax, assessment, reassessment, levy, imposition or charge wholly or partially as a net income, capital or franchise levy or otherwise on the rents, issues, profits or income derived therefrom, or (b) a tax, assessment, reassessment, levy (including but not limited to any municipal, state or federal levy), imposition or charge measured by or based in whole or in part upon the Real Property and imposed upon Landlord, then except to the extent such items are payable by Tenant under Article 6 below, such taxes, assessments, reassessments or levies or the part thereof so measured or based, shall be deemed to be included in the term "Direct Costs." In no event shall Tax Costs included in Direct Costs for any year subsequent to the Base Year be less than the amount of Tax Costs included in Direct Costs for the Base Year. In addition, when calculating Tax Costs for the Base Year, special assessments shall only be deemed included in Tax Costs for the Base Year to the extent that such special assessments are included in Tax Costs for the applicable subsequent calendar year during the Term.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Rollback tax rate means the rate that will produce last year’s maintenance and operation tax levy (adjusted) from this year’s values (adjusted) multiplied by 1.08 plus a rate that will produce this year’s debt service from this year’s values (unadjusted) divided by the anticipated tax collection rate.

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

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

  • non-taxable territory means the territory which is outside the taxable territory;

  • Foreign taxes means value-added taxes and custom duties assessed by a foreign government on a commodity. It does not include foreign sales taxes.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends after the Closing Date.

  • Non-U.S. Tax Person A person other than a U.S. Tax Person.

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

  • Book-Tax Disparity means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.