Net Tax Adjustment definition

Net Tax Adjustment means an amount, if any (reflected as a positive number) equal to the net Liabilities for Income Taxes properly accrued on the consolidated balance sheet of the Company Entities as of the Closing Date in accordance with GAAP; provided, that such amounts shall be calculated (a) as of the end of the Closing Date, (b) by taking into account any Transaction Tax Deductions and any net operating loss or Tax credit carryforwards, in each case of this clause (b), that are deductible in the taxable year that includes the Closing Date, (c) by otherwise excluding all deferred Tax liabilities and deferred Tax assets, (d) without duplication, by including accrued Income Taxes with respect to the income of the Red Store Entities to the extent that a Company Entity is obligated to pay such Tax, (e) without duplication, by including any Separation Taxes, (f) excluding any amounts taken into account in calculating Final Closing Working Capital, Final Closing Indebtedness and Final Closing Transaction Costs, and (g) by taking into account any future payments due with respect to any Company Entity by reason of any election under Section 965(h) of the Code (or any similar provision of state, local, or non-U.S. Law) made prior to the Closing Date; provided, further, that for purposes of this definition, net Liabilities for Income Taxes attributable to the ownership of an equity interest in any partnership or other “flowthrough” entity or “controlled foreign corporation” (within the meaning of Section 957(a) of the Code or any comparable foreign, state or local Law) shall be calculated as if the taxable period of such partnership or other “flowthrough” entity or “controlled foreign corporation”, as applicable, ended as of the close of business on the Closing Date.
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Examples of Net Tax Adjustment in a sentence

  • If LVMH disputes the Stockholders' Calculation of the Net Tax Adjustment set forth in the Tax Adjustment Notice, it shall so advise the Stockholders in writing and shall deliver to the Stockholders its calculation of the Net Tax Adjustment (the "LVMH DISPUTE NOTICE") no later than two (2) weeks after its receipt of the Tax Adjustment Notice, and the parties shall attempt in good faith to resolve the dispute prior to the Exchange Closing Date.

  • The Stockholders further acknowledge the consummation of the DKI Merger will fulfill the foregoing conditions, and therefore affirm that, upon the consummation of the DKI Merger, LVMH shall be entitled to receive from the Stockholders, and the Stockholders shall pay to LVMH concurrently with the closing of the DKI Merger, by wire transfer of immediately available funds, $50 million, net of the Net Tax Adjustment (as so adjusted, the "REFUND AMOUNT").

  • If LVMH does not dispute the Stockholders' Calculation of the Net Tax Adjustment, then the Stockholders shall return and pay to LVMH an amount equal to $50 million less the Stockholders' Calculation of the Net Tax Adjustment concurrently with the closing of the DKI Merger, by wire transfer of immediately available funds.

  • Any resolution by the Independent Accountants of the Net Tax Adjustment shall be conclusive and binding on LVMH and the Stockholders.

  • No later than May 15, 2001, the Stockholders shall deliver to LVMH their calculation of the Net Tax Adjustment (such amount, the "STOCKHOLDERS' CALCULATION OF THE NET TAX ADJUSTMENT"), calculated in accordance with Schedule 2.2 to the GS Agreement (the "TAX ADJUSTMENT NOTICE").

  • The Independent Accountants shall be instructed to reach their conclusion regarding the calculation of the Net Tax Adjustment, and to advise LVMH and the Stockholders of such calculation, within twenty (20) days of their appointment.

  • If LVMH disputes the Stockholders' Calculation of the Net Tax Adjustment, and the parties are able to resolve such dispute, then the stockholders shall return and pay to LVMH an amount equal to $50 million less the amount of the Net Tax Adjustment as agreed to by the parties concurrently with the closing of the DKI Merger, by wire transfer of immediately available funds.

  • The “Merger Consideration” means an amount, to be paid by Buyer, on behalf of the Company, as provided in Section 2.5(a)(xii) and Section 2.7(a), equal to the sum of (A) $970,000,000 (the “Base Consideration”), minus (B) the Redemption Amount, plus (C) an amount (which may be positive or negative) equal to (I) Closing Working Capital, minus (II) Target Working Capital, plus (D) Closing Cash, minus (E) Closing Indebtedness, minus (F) Closing Transaction Costs, minus (G) Net Tax Adjustment.

  • Estimated Closing Working Capital, Estimated Closing Cash, Estimated Closing Indebtedness, Estimated Closing Transaction Costs and Estimated Net Tax Adjustment (as set forth in the Estimated Closing Statement delivered by the Company to Buyer) shall be binding on the Parties for the purposes of determining the Closing Merger Consideration.