Tax Benefit Adjustment definition

Tax Benefit Adjustment means the net present value of the tax benefit the Buyer would receive if it were to purchase the assets and assume the liabilities of the C-Corporations, which the parties hereby agree shall be $10,000,000 for all purposes related to this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby.
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Examples of Tax Benefit Adjustment in a sentence

  • The Parent will pay the sum of $425,000 to the Company Stockholders on September 15, 1999 on account of the Employee Tax Benefit Adjustment.

  • The Parent agrees to pay to the Company Stockholders the Employee Tax Benefit Adjustment as so determined.

  • In the event that the amount of the Employee Tax Benefit Adjustment later changes by reason of any adjustment to the Tax Returns of the Parent which relate to the calculation thereof, then the Parent shall pay to the Company Stockholders (to the extent of any increase in the Employee Tax Benefit Adjustment) or Xxxx and the Trust shall pay to the Company (to the extent of any decrease in the Employee Tax Benefit Adjustment) the amount of such change.

  • On September 15, 2000, the Parent will make a final determination of the amount of the Employee Tax Benefit Adjustment and make payment of the balance thereof to the Company Stockholders.

  • Advancement of Expenses; Defense of Claims; Insurance and Tax Benefit Adjustment ....

  • In the event of any dispute related to the computation of the Employee Tax Benefit Adjustment, the procedures of Section 2.2(a)(viii) shall be used to resolve the dispute.

  • The amount of the Employee Tax Benefit Adjustment shall be the excess, if any, of the taxes payable by the Parent in the Exclusive Pro Forma minus the taxes payable by the Parent in the Inclusive Pro Forma.

Related to Tax Benefit Adjustment

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

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

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

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Tax Detriment means any item of income, gain, recapture of credit or any other Tax Item which increases Taxes paid or payable.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

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

  • Basis Adjustment means a Purchase Basis Adjustment or an Exchange Basis Adjustment.

  • Tax Benefits means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers, 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.

  • Tax Attribute means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit or any other Tax Item that could reduce a Tax.

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

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

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Tax Attributes means net operating losses, capital losses, tax credit carryovers, earnings and profits, foreign tax credit carryovers, overall foreign losses, previously taxed income, tax bases, separate limitation losses and any other losses, deductions, credits or other comparable items that could affect a Tax liability for a past or future taxable period.

  • 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.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

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

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • 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.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

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

  • Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;

  • Unpaid estimated income tax means estimated income tax due but not paid by the date the tax is required to be paid under applicable law.