Initial Tax Indemnity Threshold means the first $100,000,000 of indemnifiable Tax Losses claimed by all Buyer Indemnified Persons pursuant to clause 9.
Indemnity Threshold has the meaning set forth in Section 9.3.
Indemnification Threshold has the meaning set forth in Section 11.5.
Indemnity Cap has the meaning set forth in Section 9.2(b).
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).
Indemnity Amount means the amount of any indemnification obligation payable under the Basic Documents.
Maximum Special Tax means the maximum Special Tax, determined in accordance with Section C below, that can be levied in any Fiscal Year on any Assessor’s Parcel.
Indemnity Payment shall have the meaning set forth in Section 4.4(a).
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).
maximum council tax reduction amount means the amount determined in accordance with paragraph 29;
Assigned Annual Special Tax means the Special Tax of that name described in Section D.
Restoration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.
After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.
Annual Special Tax means the Special Tax actually levied in any Fiscal Year on any Assessor’s Parcel.
Net After Tax Amount means the amount of any Parachute Payments or Capped Payments, as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and 4999 and any State or local income taxes applicable to the Executive on the date of payment. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the foregoing taxes on income of the same character as the Parachute Payments or Capped Payments, as applicable, in effect on the date of payment.
Deductible Amount means, with respect to any Insuring Agreement, the amount set forth under the heading “Deductible Amount” in Item 3 of the Declarations or in any Rider for such Insuring Agreement, applicable to each Single Loss covered by such Insuring Agreement.
Indemnification Cap has the meaning set forth in Section 9.3(a).
Indemnity Escrow Amount means $3,000,000.
Tax Indemnified Party shall have the meaning set forth in Section 7.6(d).
Alteration Threshold means an amount equal to 5% of the outstanding principal amount of the Loan.
Indemnification Escrow Amount has the meaning specified in Section 3.6(a).
Net After-Tax Benefit means the Present Value of a Payment net of all federal state and local income, employment and excise taxes imposed on Executive with respect thereto, determined by applying the highest marginal rate(s) applicable to an individual for Executive’s taxable year in which the Change in Control occurs.
Tax Indemnity Agreement means the Tax Indemnity Agreement, dated as of even date with the Participation Agreement, between Lessee and Owner Participant.
Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.
Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).
Base Tax Year means the property tax levy year used
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.