Post-Closing Tax Benefit definition

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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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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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.

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

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

  • Tax Benefit means any refund, credit, or other item that causes reduction in otherwise required liability for Taxes.

  • 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.