EXECUTION DRAFT definition

EXECUTION DRAFT. “Tax Return” means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including any information return, claim for refund, amended return and declaration of estimated Tax. “Taxable Year” means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law, as applicable, ending on or after the IPO Date (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made). “Taxes” means any and all taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax. “Taxing Authority” shall mean any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority. “TRA Party Representative” means New Mountain Partners V (AIV-C), LP. “Treasury Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding provisions and succeeding provisions) as in effect for the relevant taxable period. “Valuation Assumptions” shall mean, as of an Early Termination Date, the assumptions that: (1) in each Taxable Year ending on or after such Early Termination Date, the Corporate Taxpayer will have taxable income sufficient to fully utilize the deductions arising from the Tax Attributes during such Taxable Year or future Taxable Years (including, for the avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance with the Valuation Assumptions) in which such deductions would become available, (2) the U.S. federal income tax rates and state and local income tax rates that will be in effect for each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination Date and Tax Attributes will be deemed to offset income of the Corporate Taxpayer at the highest marginal federal and relevant state and local income tax rates applicable to a corporation in such Taxable Year and the Blended Rate will be calculated based on such rates and the apportionment factors applicable in such Taxable Year...
View Source

Examples of EXECUTION DRAFT in a sentence

  • The execution, delivery and performance of this EXECUTION DRAFT Agreement and the consummation of the transactions contemplated hereby by Purchaser do not violate any provision of its constituent documents.

  • Either Party may decide not to proceed EXECUTION DRAFT November 26, 2002 with such discussions and/or extension agreement and any failure to discuss and/or agree shall not constitute a breach of this Agreement.

  • This Agreement constitutes the entire agreement between EXECUTION DRAFT November 26, 2002 the Parties with respect to the subject matter hereof and shall supersede all previous communications, representations, understandings and agreements, whether oral or written, made in the course of discussions and/or negotiations between the Parties or any officer or representative thereof with respect to the subject matter of this Agreement.

  • SIGNATURE PAGES TO LOCK UP, VOTING AND CONSENT AGREEMENT EXECUTION DRAFT SETTLEMENT COMMUNICATION GOVERNED BY FEDERAL RULE OF EVIDENCE 408 HOLDER OF RELEVANT CLAIM: Name of Holder: PARA INTERNATIONAL FUND LTD.

  • The Projections are complete and correct EXECUTION DRAFT in all material respects, are in accordance in all material respects with all books, records and accounts of Seller, have been prepared in good faith, and fairly present in all material respects, the anticipated financial condition of Seller as of the date thereof and the results of its operations for the period covered thereby.

  • Escalation Level Severity 1 Severity 2 Severity 3 Support Engineer 15 minutes 1 hour 24 hours Manager 2 hours 4 hours 48 hours Vice President 8 hours 24 hours 96 hours EXECUTION DRAFT Severity 1 Update Frequency: Every 30 minutes or as otherwise agreed to by the parties.

  • EXECUTION DRAFT Events outside a party’s reasonable control include any event or circumstance that the party is unable to avoid using reasonable skill and care, including acts of civil or military authority, national emergencies, fire, flood or other catastrophe, acts of God, terrorism, war or riots or severe or adverse weather conditions.

  • For clarity, with respect to such purchases, Chartered shall not be obligated to accelerate the payment of Chartered's EXECUTION DRAFT November 26, 2002 Prepaid Capacity Deposit set forth in this Section 2.1 and the terms of this Agreement shall not apply to such purchases of 200mm prototype wafers prior to the start of Chartered's Prepaid Capacity Period.

  • Buyer's Lenders shall provide, on the Closing Date, financing to EXECUTION DRAFT Buyer in an amount sufficient to finance the Purchase Price and to finance the ongoing operations of the Buyer following the Closing Date, all on such terms as may be acceptable to Buyer in its sole discretion.

  • Buyer shall preserve such records for the lesser of: six years after the Closing Date or such period as Buyer would ordinarily preserve such records pursuant to its records retention policy then in effect; during such period Buyer shall make the same available for examination (or for the making of EXECUTION DRAFT ▇▇▇▇▇ or extracts), if necessary for a lawful purpose, by Seller or any purchaser of the Canned Food Business at reasonable times so as not to interfere with Buyer's business.

Related to EXECUTION DRAFT

  • Construction Drawings means the drawings showing building components and the manner in which they are assembled to form a building.

  • Completion Statement has the meaning given to that term in the Co-ordination Agreement; Conditions has the meaning given to that term in the Co-ordination Agreement;

  • Closing Press Release has the meaning set forth in Section 5.4(b).

  • Regulatory Submissions means any filing, application or submission with any Regulatory Authority, including authorizations, approvals or clearances arising from the foregoing, including Regulatory Approvals and any pricing or reimbursement approvals, as applicable, and all correspondence or communication with or from the relevant Regulatory Authority, as well as minutes of any material meetings, telephone conferences or discussions with the relevant Regulatory Authority, in each case, with respect to a Licensed Product.

  • Signing Press Release has the meaning set forth in Section 5.4(b).