RE Tax Amount definition

RE Tax Amount means cash Taxes actually payable by the Company and the Company Subsidiaries in connection with or otherwise attributable to effecting the Real Property Spinoff in accordance with Schedule I, determined on a with and without basis (i.e., in one case assuming that the Real Property Spinoff did not occur and the other based on the Real Property Spinoff that actually occurred). For these purposes, the Company and the Company Subsidiaries shall be permitted to use (i) any current income Tax assets accrued by the Company and the Company Subsidiaries (determined before taking into account the Transaction Tax Deductions) and (ii) any tax attributes attributable to the Transaction Tax Deductions, in each case to the extent remaining after such current income Tax assets and Transaction Tax Deductions are taken into account in calculating Accrued Taxes, to reduce the RE Tax Amount. The RE Tax Amount shall be determined only based on the taxable period ending on the Closing Date (as if the tax year of the Company and each Company Subsidiary ended on such date); i.e. no income or losses of the Company for post-Closing periods shall be included in the with and without calculations described above. In no event shall the RE Tax Amount include or be increased by any amount for the reduction of net operating losses, deductions, credits or attributes that are available to offset the gain on the disposition or distribution of the Specified Real Property. For the avoidance of doubt, the RE Tax Amount shall include any real estate transfer taxes incurred in connection with the disposition or distribution of the Specified Real Property. The estimated RE Tax Amount will be set forth on the Estimated Closing Statement.
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Examples of RE Tax Amount in a sentence

  • If the Seller’s Representative disputes the calculation of the RE Tax Amount Liability, the dispute resolution mechanics of Section 3.5 (including the provisions regarding fees and expense) shall apply mutatis mutandis to the determination of the RE Tax Amount hereunder.

  • Once the RE Tax Amount Liability is finally determined on the applicable Tax Returns for the Company, if the RE Tax Amount Liability as finally determined pursuant to this Section 7.20(d) exceeds the RE Tax Amount Liability determined at Closing, the Seller shall promptly pay the Company in cash such excess (if any), with such amounts being treated as adjustments to the consideration received under this Agreement for applicable tax purposes except as otherwise required by applicable Law.