Section 338(h)(10) Amount definition

Section 338(h)(10) Amount means an amount equal to the quotient of (A) the product of (i) the Notional Tax Rate and (ii) the Excess Basis Amount, divided by (B) the excess of (i) one hundred percent (100%) over (ii) the Notional Tax Rate.
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Section 338(h)(10) Amount means, with respect to a Seller, the excess of (i) the amount of U.S. federal and state income Taxes owed by such Seller as a result of her or his receipt of the Purchase Price, assuming a Section 338(h)(10) Election has been made, over (ii) the amount of U.S. federal and state income Taxes owed by such Seller as a result of her or his receipt of the Purchase Price, assuming a Section 338(h)(10) Election has not been made.
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Section 338(h)(10) Amount has the meaning set forth in Section 6.10(c)(i).
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Examples of Section 338(h)(10) Amount in a sentence

  • Any amount held in escrow in accordance with the preceding sentence shall be disbursed to the Seller or the Buyer (as the case may be) upon, and in accordance with, the determination of the Section 338(h)(10) Amount pursuant to this Section 7.5(f), together with a proportionate share of any interest earned on the escrow account.

  • Within two (2) months after the Closing Date, the Seller shall notify the Buyer of Seller’s Section 338(h)(10) Amount.

  • The Seller and the Buyer shall provide each other with such cooperation and information as may be reasonably requested of the other in determining the Final Section 338(h)(10) Allocation and the Section 338(h)(10) Amount, filing any Tax Return, amended Tax Return or claim for refund, determining a liability for Taxes or a right to a refund of Taxes or participating in or conducting any audit or other proceeding in respect of Taxes.

  • Seller’s Section 338(h)(10) Amount shall become the Section 338(h)(10) Amount for all purposes of this Agreement, unless, no later than four (4) months after the Closing Date, the Buyer notifies the Seller of its objection and of Buyer’s Section 338(h)(10) Amount.

  • In the event that the Additional Purchase Price becomes payable by Buyer to Sellers, the Section 338(h)(10) Amount shall be recalculated in accordance with EXHIBIT A to take into account the Additional Purchase Price.

  • The amount that reflects the difference between the recalculated Section 338(h)(10) Amount and the Section 338(h)(10) Amount agreed to by the parties computed without the Additional Purchase Price shall be the "Additional Section 338(h)(10) Amount".

  • In such event, the Section 338(h)(10) Amount reflected in the revised Section 338(h)(10) Computation shall be final and binding on the parties for all purposes.

  • Upon notice to Sellers specifying in reasonable detail the basis for such set-off, each of Parent and Buyer may set-off any amounts to which they may be entitled from Sellers under this ARTICLE VII or otherwise, against the Earnout Amount, the Cash Amount, the Receivables Amount, the Section 338(h)(10) Amount, or any amounts otherwise payable hereunder to Sellers.

  • If, as of the date that is 150 days after the Closing Date, there remains a dispute as to the form and content of the Section 338 Forms or the California Section 338(h)(10) Amount, then the dispute shall be resolved in accordance with the Tax Dispute Resolution Procedure, provided that the agreement pursuant to which the Tax Dispute Accountants are retained shall provide that such resolution shall be made no later than the date that is l80 days after the Closing Date.

  • The Additional Section 338(h)(10) Amount shall be paid to Sellers concurrent with the payment of the Additional Purchase Price by wire transfer to Sellers in the proportions specified in SCHEDULE 2.2.

Related to Section 338(h)(10) Amount

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

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

  • Taxable Allocation means, with respect to any Series, the allocation of any net capital gains or other income taxable for federal income tax purposes to a dividend paid in respect of such Series.

  • Purchase Price Allocation has the meaning set forth in Section 2.6(a).

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

  • Consolidated federal income tax return means a consolidated return filed for federal income tax purposes pursuant to section 1501 of the Internal Revenue Code.

  • After Tax Amount means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.

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

  • Transfer Tax means any sales, use, transfer, real property transfer, recording, stock transfer and other similar Tax and fees, including any interest, penalty or addition thereto, whether disputed or not; provided, however, that the term “Transfer Tax” shall not include any Income Tax.

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Income Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Income Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  • REMIC I Distribution Amount For any Distribution Date, the REMIC I Available Distribution Amount shall be distributed to the REMIC I Regular Interests and the Class R-1 Residual Interest in the following amounts and priority:

  • Transaction Payroll Taxes means the employer portion of any payroll or employment Taxes incurred or accrued with respect to any bonuses, option exercises, payments to employee stock option holders or other compensatory payments made in connection with the transactions contemplated by this Agreement.

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

  • True-Up Amount means the difference between the ABO calculated by using the member’s actual creditable service and the actual final average compensation as of the member’s effective date in the FRS Investment Plan and the ABO initially transferred.

  • Delayed contribution payment means an amount paid by an employee for purchase of current service. The amount shall be determined using the same formula in KRS 61.5525, and the payment shall not be picked up by the employer. A delayed contribution payment shall be deposited to the member's account and considered as accumulated contributions of the individual member. In determining payments under this subsection, the formula found in this subsection shall prevail over the one found in KRS 212.434;

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

  • REMIC I Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC I Remittance Rate for REMIC I Regular Interest I-LTAA minus the Marker Rate, divided by (b) 12.

  • REMIC 2 Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and related REO Properties then outstanding and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest LTAA minus the Marker Rate, divided by (b) 12.

  • REMIC II Interest Loss Allocation Amount With respect to any Distribution Date, an amount equal to (a) the product of (i) 50% of the aggregate Stated Principal Balance of the Mortgage Loans and REO Properties then outstanding and (ii) the REMIC II Remittance Rate for REMIC II Regular Interest AA minus the Marker Rate, divided by (b) 12.

  • REMIC III Distribution Amount The REMIC III Available Distribution Amount for any Distribution Date shall be distributed to the Certificates and the Class R-3 Residual Interest in the following amounts and priority:

  • Tax Law means the law of any governmental entity or political subdivision thereof relating to any Tax.

  • Non-Income Tax Return means any Tax Return relating to any Tax other than an Income Tax.

  • Tax Distribution Amount means, with respect to a Member’s Units, whichever of the following applies with respect to the applicable Tax Distribution, in each case in amount not less than zero:

  • REMIC II Distribution Amount (I) For any Distribution Date prior to the Credit Support Depletion Date, the REMIC II Available Distribution Amount for such Distribution Date shall be distributed to the REMIC II Regular Interests and the Class R-2 Residual Interest in the following amounts and priority:

  • Transfer Taxes means any and all sales, use, value added, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof) arising out of or in connection with the transactions contemplated by this Agreement.