Post-Closing Tax Benefit definition

Post-Closing Tax Benefit means the amount of any net reduction in income Taxes actually realized (in form of a refund, credit, or reduction in otherwise required cash income Tax payments otherwise payable by the Purchaser, the Company, or any of their Affiliates with respect to a filed income Tax Return) as a result of the utilization of any Transaction Deductions to the extent not otherwise included on a Tax Return for a Pre-Closing Tax Period, any net operating loss, capital loss or other carryforward, or any other Tax asset in the two (2) Tax periods (or portion thereof) beginning after the Closing Date, determined on a “with and without” basis.
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Post-Closing Tax Benefit means, with respect to any Post-Closing Period, the actual reduction in income Taxes that would have been payable in the absence of both (i) the Transaction Deductions and (ii) net operating losses and credits arising in any Post-Closing Period.
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Post-Closing Tax Benefit means any reduction in the actual income Tax liability of the Parent Group (including the Company and its Subsidiaries) (or any successor group) resulting from any Transaction Tax Deductions (including any net operating loss carried forward to any Post-Closing Tax Period attributable to the Transaction Tax Deduction to the extent such net operating loss reduces the actual income Tax liability of the Parent Group), determined by comparing such actual Tax liability of the Parent Group (including the Company and its Subsidiaries) (or any successor group) calculated with taking into account such Transaction Tax Deductions to the hypothetical Tax liability of Parent Group (including the Company and its Subsidiaries) (or any successor group) calculated without taking into account such Transaction Tax Deductions. Parent shall be treated as actually realizing such Post-Closing Tax Benefit upon filing the Tax Return that reflects such reduction in Tax liability.
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Examples of Post-Closing Tax Benefit in a sentence

  • In the event that the amount of any Post-Closing Tax Benefit (as determined hereunder) is subsequently reduced as a result of a “determination” within the meaning of Section 1313 of the Code, then the Purchaser shall send to the Seller Representative a copy of such determination together with such other information as the Seller Representative may reasonably request to allow it to confirm the -60 calculation of such reduction.

  • Purchaser shall pay over to the Seller Representative, on behalf of Sellers, the amount of any Post-Closing Tax Benefit within thirty (30) days after the filing of a Tax Return which includes such Post-Closing Tax Benefit, together with such other information as the Seller Representative may reasonably request to allow it to confirm the calculation of such Post-Closing Tax Benefit.


More Definitions of Post-Closing Tax Benefit

Post-Closing Tax Benefit has the meaning set forth in Section 8.7.
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Related to Post-Closing Tax Benefit

  • Post-Closing Tax Period means any taxable period beginning after the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period beginning after the Closing Date.

  • Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date.

  • Pre-Closing Tax Return has the meaning set forth in Section 7.1(a).

  • Pre-Closing Taxable Period means any Taxable period ending on or prior to the Closing Date.

  • Pre-Closing Tax Periods means all taxable periods of the Company ending on or before the Closing Date.

  • Pre-Closing Taxes means Taxes of the Company for any Pre-Closing Tax Period.

  • Pre-Closing Tax Returns has the meaning specified in Section 8.04(a).

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

  • Qualifying tax rate means the applicable tax rate for the taxable year for the which the taxpayer paid income tax to a municipal corporation with respect to any portion of the total amount of compensation the payment of which is deferred pursuant to a nonqualified deferred compensation plan. If different tax rates applied for different taxable years, then the “qualifying tax rate” is a weighted average of those different tax rates. The weighted average shall be based upon the tax paid to the municipal corporation each year with respect to the nonqualified deferred compensation plan.

  • Tax Benefit means any refund, credit, or other reduction in otherwise required Tax payments.

  • Post-Closing Period means any taxable period or portion thereof beginning after the Closing Date. If a taxable period begins on or before the Closing Date and ends after the Closing Date, then the portion of the taxable period that begins on the day following the Closing Date shall constitute a Post-Closing Period.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

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

  • 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.

  • Post-Distribution Tax Period means a Tax period beginning and ending after the Distribution Date.

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

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

  • council tax benefit means council tax benefit under Part 7 of the SSCBA; “couple” has the meaning given by paragraph 4;

  • Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.

  • Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Code and the Treasury Regulations promulgated thereunder, of the Company or any of its Subsidiaries.

  • 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).

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the liability for Taxes of the Corporation (or the Partnerships, but only with respect to Taxes imposed on the Partnerships and allocable to the Corporation) using the same methods, elections, conventions and similar practices used on the relevant Corporation Return but using the Non-Stepped Up Tax Basis instead of the tax basis reflecting the Basis Adjustments of the Adjusted Assets and excluding any deduction attributable to Imputed Interest.