Incremental Tax Cost has the meaning set forth in Section 12.4.
Incremental Tax Cost shall equal the amount of IRC Sec 901 (or successor provision) foreign withholding taxes withheld under ARTICLE 6 in each year in which such tax is paid and Isis cannot obtain a corresponding cash benefit from the foreign tax credit, grossed up by the applicable withholding tax rate based on a payment to a United States Person (unless the actual applicable treaty is lower, in which case the lower withholding tax rate shall be used) to equal the pre withholding tax payment. To the extent Isis utilizes a foreign tax credit or claims a deduction in any year with respect to the taxes withheld in any year, Isis will refund to Akcea an amount equal to (i) 100% of the foreign tax credit utilized or (ii) the benefit realized by Isis resulting from the deduction, which benefit will be calculated as the sum of (a) the amount claimed as a deduction multiplied by the highest marginal statutory federal corporate tax rate applicable to Isis; plus (b) any state tax benefit of the deduction claimed by r. To assist Akcea in determining when a refund is due from Isis pursuant to the foregoing sentence, beginning with the first annual tax return for the year in which Akcea pays Isis an increased (i.e., “gross up”) payment under this Section 13.1, and each year thereafter (including, for clarity, all years in which Isis utilizes a tax credit or claims a deduction for any foreign tax that is withheld), Isis will provide Akcea with tax documentation reasonably required and requested by Akcea and, in years in which Isis utilizes the federal foreign tax credit, supporting documentation for such credit. Notwithstanding the foregoing, if the increase in the withholding tax is in any way a result of the transfer or assignment by Isis of any intellectual property or a portion of the rights under this license outside of the United States, Akcea will only be obligated to pay Isis such gross up to the extent such transfer or assignment by Isis did not cause such increase in the withholding tax.
Incremental Tax Cost means any reasonable, out of pocket post-Closing fees, expenses and costs incurred by the Sellers in connection with the Section 338 (h) (10) Election (or reasonable out of pocket post-Closing fees, expenses and costs incurred by Sellers in connection with a request by the relevant Purchaser for cooperation pursuant to Section 9.13 (a) even if no Section 338 (h) (10) Election is made) and the excess, if any, of:
Examples of Incremental Tax Cost in a sentence
Buyer shall pay, be responsible for, and indemnify the Shareholders against any Incremental Tax Cost of the Section 338(h)(10) Election to the extent set forth in this Section 1.7(i).
More Definitions of Incremental Tax Cost
Incremental Tax Cost shall have the meaning ascribed to it in Section 5.4(j).
Incremental Tax Cost will equal the amount of IRC Sec 901 (or successor provision) taxes withheld under ARTICLE 9 in each year in which such tax is paid and Akcea cannot obtain a corresponding cash benefit from the foreign tax credit, grossed up by the applicable withholding tax rate based on a payment to a United States Person (unless the actual applicable treaty is lower, in which case the lower withholding tax rate will be used) to equal the pre withholding tax payment. To the extent Akcea utilizes a [**] in any year, Akcea will [**] PTC an amount equal to (i) [**]% of the [**] or (ii) [**] Akcea resulting from the [**], which [**] will be calculated as the [**]. To assist PTC in determining when a [**] from Akcea pursuant to the foregoing sentence, beginning with the first Annual tax return for the year in which PTC [**] (i.e., “[**]”) payment under this Section 15.3.1, and each year thereafter (including, for clarity, all years in which Akcea [**] or [**]), Akcea will provide PTC with Akcea’s Annual tax returns (federal and state) and, in years in which Akcea utilizes the [**], supporting documentation for such [**]. Notwithstanding the foregoing, if any increase in the applicable withholding tax is in any way a result of the transfer or assignment by Akcea of any intellectual property or a portion of the rights under this license outside of the United States, PTC will not be obligated to [**] any [**] to the extent such transfer or assignment by Akcea caused such increase in the withholding tax.
Incremental Tax Cost means a portion of the additional Tax (as defined at Section 2.1.7(e)) paid or payable by the Shareholders as a result of the allocation of the Purchase Price pursuant to Section 1.7(c) to the assets of the Company in an amount, in the case of any asset, in excess of the financial book value of such asset, if any, as set forth on the Closing Balance Sheet, but only to the extent that such allocation results in the recognition of income other than long term capital gain by the Shareholders as a part of their gain resulting from the Section 338(h)(10) Election (the aggregate of such excesses, the "Aggregate Excess Allocation"). For avoidance of doubt, inventory shall be valued on the Closing Balance Sheet consistent with past practices and stated on a FIFO basis. To the extent that the Aggregate Excess Allocation is equal to or less than Eight Million Dollars ($8,000,000), Buyer shall reimburse the Shareholders in an amount equal to seven percent (7%) of the Aggregate
Incremental Tax Cost means the net excess, when and as incurred, of (1) the actual combined federal and state income tax liability of the Stockholders for the taxable year in which the Closing occurs (determined without regard to any payment under this Section 10.5(a)); over (2) the combined hypothetical federal and state income tax liability of the Stockholders determined by treating the Stockholders as if they had sold their Shares on the terms set forth herein in the absence of a Section 338(h)(10)
Incremental Tax Cost shall equal the amount of foreign withholding taxes withheld under Article 8 in each year in which such tax is paid and Ionis cannot obtain a corresponding cash benefit from the foreign tax credit under IRC Sec 901 (or successor provision), grossed up by the applicable withholding tax rate based on a payment to a United States Person (unless the actual applicable treaty is lower, in which case the lower withholding tax rate shall be used) to equal the pre withholding tax payment. To the extent Ionis benefits from a foreign tax credit related to any Incremental Tax Cost, Ionis will refund to Dynacure an amount equal to 100% of the foreign tax credit utilized. Notwithstanding the foregoing, if the increase in the withholding tax is in any way a result of the transfer or assignment by Ionis of any intellectual property or a portion of the rights under this license outside of the United States, Dynacure will only be obligated to pay Ionis such gross up to the extent such transfer or assignment by Ionis did not cause such increase in the withholding tax.
Incremental Tax Cost means (A) any fees, expenses or costs incurred by Parent, Seller, and the Company in connection with the Section 338(h)(10) Election; (B) the excess, if any, of (I) the actual combined U.S. federal, state and local income Tax liability of Parent, Seller and the Company attributable to the Section 338(h)(10) Election over (II) the actual combined U.S. federal, state and local income Tax liability that Parent and Seller would have incurred as a result of the sale of the Shares if no Section 338(h)(10)) Election had been made; and (C) any additional Taxes imposed on Parent or Seller attributable to the receipt of payments pursuant to this Section 5.4(j). (ii) Purchaser shall not make any election under Section 338 of the Code (or any comparable provision of state, local or foreign law) other than the Section 338(h)(10) Election, except for any such election deemed to be made in any jurisdiction by reason of the making of the Section 338(h)(10)
Incremental Tax Cost means the net difference, whenever realized, between (i) the combined hypothetical federal, state and local income tax benefit to the Seller attributable to sale of Shares, computed as if the parties had made the Section 338(h)(10) Election under Section 5.1(a), and (ii) the combined actual federal, state and local income tax benefit (if any) to the Seller attributable to the sale of the Shares, assuming the absence of a Section 338(h)(10) Election and taking into account the tax benefit of any election by Seller under Section 5.4 hereof, in both cases computed without giving effect to the federal, state or local income tax consequences of the receipt of any indemnity payment under this Section 5.1(g). To the extent that the Seller recognizes a federal, state or local income tax benefit attributable to the sale of the Shares during any taxable period following the receipt of an indemnity payment under this Section 5.1(g), the Seller shall promptly refund an amount equal to such tax benefit to Buyer.