Foregone Tax Benefit definition
Foregone Tax Benefit means the amount of the Tax benefit of any forgone amortization deductions under the Puerto Rican Internal Revenue Code for the Transferred IP located in Puerto Rico for taxable years subsequent to the last taxable year of a Disallowance, such Tax benefit amount to be determined based upon the schedule set forth in Exhibit 5.4(a) hereto, except to the extent that Stockholder can show by a preponderance of the evidence that any such disallowance was not the result of any transfer of a portion of such Transferred IP located in Puerto Rico prior to the Effective Time and any related rescission. The Foregone Tax Benefit for a taxable year shall be paid by Stockholder to the Company within 20 Business Days following the Company notifying Stockholder that is has filed its applicable Tax Return with respect to the taxable year to which the Foregone Tax Benefit relates. No Foregone Tax Benefit shall apply with respect to any of the assets included in the Transferred IP located in Puerto Rico from and after the date any such assets are transferred (or deemed transferred under the Puerto Rican Internal Revenue Code) or cancelled by the Company during the Applicable Amortization Period.”
Examples of Foregone Tax Benefit in a sentence
Section 5.4(a) of the Merger Agreement is hereby amended by inserting the following at the end thereof: “In addition, Stockholder shall be liable for (a) any Taxes paid or payable by the Companies arising out of the Disallowance, and (b) the Foregone Tax Benefit.