Excess Tax Dispute Amounts definition

Excess Tax Dispute Amounts means, as of any date of determination, if there are disputes or claims outstanding on such date regarding any state, local, sales or any other taxes payable by Holdings or any of its Subsidiaries (in each case other than income taxes) that, in the aggregate, would reasonably be expected to result in more than $25,000,000 of payments by Holdings or any of its Subsidiaries (if determined adversely to Holdings or the relevant Subsidiary), the excess of the aggregate amount of such payments over $25,000,000.

Related to Excess Tax Dispute Amounts

  • Tax Dispute has the meaning set forth in Section 5.06.

  • Disputed Amounts has the meaning set forth in Section 2.04(c)(iii).

  • Undisputed Amounts has the meaning set forth in Section 2.04(c)(iii).

  • Disputed Amount means an amount which Customer disputes. A Disputed Amount may relate to the whole or part of an invoice(s).

  • Total After-Tax Payments means the total of all “parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or for the benefit of the Executive (whether made hereunder or otherwise), after reduction for all applicable federal taxes (including, without limitation, the tax described in Section 4999 of the Code).

  • Disputed Items has the meaning specified in Section 2.7(c).

  • Xxxx Dispute Notice means the notice issued by a Party raising a Dispute regarding a Monthly Xxxx or a Supplementary Xxxx issued by the other Party;

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Reconciliation Dispute has the meaning set forth in Section 7.9 of this Agreement.

  • Dispute Period shall have the meaning specified in Section 9.3(a).

  • Tax Payments has the meaning set forth in the definition of Permitted Payments to Parent.

  • Disputed Item has the meaning set forth in Section 1.3(c).

  • Monthly Shared-Loss Amount means the change in the Cumulative Shared- Loss Amount from the beginning of each month to the end of each month.

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • Reconciliation Amount has the meaning given to it in paragraph 9.9 of Schedule 9.1 (Financial and Other Consequences of Change);

  • Tax Allocations means the allocations set forth in paragraph 4 of Exhibit B.

  • Final Allocation has the meaning set forth in Section 2.3.

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Required Allocations means (a) any limitation imposed on any allocation of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and (b) any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Book-Tax Disparities 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 Exhibit B 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.

  • Dispute Date means, with respect to a Dispute, the date on which a Dispute Notice is effectively delivered by one party to the other party save that if, with respect to a Dispute, both parties deliver a Dispute Notice, the date on which the first in time of such notices is effectively delivered will be the Dispute Date. Each Dispute Notice will be effectively delivered if delivered in the manner agreed between the parties for the giving of notices in respect of this Agreement.

  • Claim Determination Period means a calendar year. However, it does not include any part of a year during which a person has no coverage under This Plan, or any part of a year before the date this COB provision or a similar provision takes effect.

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