Tax Treatment [One or more elections will be made to treat the assets of the Trust Fund as a REMIC.] [The Trust Fund will be treated as a "grantor trust" for federal income tax purposes.]
Intended Tax Treatment has the meaning specified in the Recitals hereto.
Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.
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.
Closing Consideration shall have the meaning set forth in Section 2.1(b).
Exchange Consideration shall have the meaning set forth in Section 11(b)(i).
Net Consideration means “net consideration” as defined in Regulation Section 1.848-2(f));
Transaction Consideration has the meaning set forth in Section 11.7 hereof.
Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).
Transaction Tax Deductions means any Tax deductions relating to (i) the Company Transaction Expenses, and (ii) repayment of the Indebtedness, including any unamortized deferred financing fees in connection with the Indebtedness.
Transaction Taxes has the meaning set forth in Section 2.6.
Closing Merger Consideration has the meaning set forth in Section 2.02
Deferred Consideration shall have the meaning ascribed to such term in Section 4(d).
Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
tax treaty means an agreement for the avoidance of double taxation entered into between South Africa and another country;
Incremental income tax means the total amount withheld
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Sale Consideration means the value of the H-1 Bid and accepted and approved by BSNL for the Said Land Parcel in its Acceptance Letter.
Incremental Income Taxes is defined in Section 6.9.
Allocation Agreement or “Agreement” shall mean this NMTC Program Allocation Agreement between the Fund and the Allocatee and Subsidiary Allocatee, as the case may be, including the Organization Specific Terms and Conditions (Schedule 1) and the General Allocation Terms and Conditions (Schedule 2) and any attachments hereto, as such Agreement may, from time to time, be amended in accordance with its terms.
Earnout Consideration shall have the meaning specified in Section 2.03(b).
Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.
Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.
Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.
Total Merger Consideration has the meaning set forth in Section 2.2(a).