Net Seller Post-Closing Incentive Payments definition

Net Seller Post-Closing Incentive Payments means the actual cost to Purchaser and its Affiliates (including the Purchased Entities) of paying the Seller Post-Closing Incentive Payments, including the net amount of any additional employer Taxes after the deduction of any corporation or other tax reliefs available to Purchaser or its Affiliate, as applicable, to the extent that they are not already accrued in the accounts of a Purchased Entity prior to the Closing Date.
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Related to Net Seller Post-Closing Incentive Payments

  • Target Bonus Amount means Executive’s target annual bonus amount in effect at the time of Executive’s Qualifying Termination (disregarding any decrease in such target annual bonus amount that constitutes a Good Reason event).

  • Bonus Amount means the greater of (i) the average annual incentive bonus earned by Executive from the Company (or its affiliates) during the last three (3) completed fiscal years of the Company immediately preceding Executive’s Date of Termination (annualized in the event Executive was not employed by the Company (or its affiliates) for the whole of any such fiscal year), and (ii) the Executive’s target annual incentive bonus for the year in which the Date of Termination occurs.

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Earnout Payments has the meaning specified in Section 2.7.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Bonus Payments means that portion of the bonus payments received by the

  • Post-Closing Period means any taxable period (or portion thereof) beginning after the Closing Date.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Incentive Payment means the payment to a STGU, including an AOBC Generation Unit, for RPS class I Renewable Generation Attributes and/or Environmental Attributes produced by these units, calculated pursuant to Section 7.0 below.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Payment has the meaning set forth in Section 2.2(a).

  • Bonus Payment means a cash payment in an amount equal to the sum of (i) all Excise Taxes payable by the Executive, plus (ii) all additional Excise Taxes and federal or state income taxes to the extent such taxes are imposed in respect of the Bonus Payment, such that the Executive shall be in the same after-tax position and shall have received the same benefits that he would have received if the Excise Taxes had not been imposed. For purposes of calculating any income taxes attributable to the Bonus Payment, the Executive shall be deemed for all purposes to be paying income taxes at the highest marginal federal income tax rate, taking into account any applicable surtaxes and other generally applicable taxes which have the effect of increasing the marginal federal income tax rate and, if applicable, at the highest marginal state income tax rate, to which the Bonus Payment and the Executive are subject. An example of the calculation of the Bonus Payment is set forth below. Assume that the Excise Tax rate is 20%, the highest federal marginal income tax rate is 40% and the Executive is not subject to state income taxes. Further assume that the Executive has received an excess parachute payment in the amount of $200,000, on which $40,000 ($200,000 x 20%) in Excise Taxes are payable. The amount of the required Bonus Payment is thus computed to be $100,000, i.e., the Bonus Payment of $100,000, less additional Excise Taxes on the Bonus Payment of $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x $100,000), yields $40,000, the amount of the Excise Taxes payable in respect of the original excess parachute payment.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Earnout Payment has the meaning set forth in Section 2.3(b).

  • Deferred Sales Charge Payment Date means June 10, 2015 and the tenth day of each month thereafter through October 10, 2015.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • AHYDO Catch-Up Payment means any payment on any Indebtedness that would be necessary to avoid such Indebtedness being characterized as an “applicable high yield discount obligation” under Section 163(i) of the Code.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Earnout Amount has the meaning set forth in Section 2.7(a).

  • Seller Remittance Amount With respect to each Servicer, the meaning assigned to such term in the related Servicing Agreement.

  • Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Earn-Out Payment has the meaning set forth in Section 2.5(a).