Tax Benefit Base Amount definition

Tax Benefit Base Amount for any Taxable Period means (i) any increase in an amortization, depreciation or loss deduction in such Taxable Period or any decrease in an item of income or gain in such Taxable Period arising as a result of a basis increase occurring as a result of the Election, including any basis increase arising from payments made pursuant to this Agreement, or (ii) any increase in any net operating or capital loss carryover or carryback or tax credit which is carried to such Taxable Period and which arose or arises in a prior or subsequent Taxable Period as a result of any such increase in deduction or decrease in income or gain in such prior or subsequent Taxable Period.
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Tax Benefit Base Amount for any Taxable Period means (i) any increase in an amortization, depreciation, expense or loss deduction in such Taxable Period or any decrease in an item of income or gain in such Taxable Period attributable to, or as a result of, the basis adjustments due to the Section 338(h)(10) Election, including any basis increases attributable to, or as a result of, payments made pursuant to this Agreement, (ii) any portion of payments made pursuant to this Agreement characterized as interest or original issue discount for tax purposes, or (iii) any increase in any net operating or capital loss carryover or carryback or tax credit that is carried to such Taxable Period and that arose or arises in a prior or subsequent Taxable Period as a result of any such increase in deduction or decrease in income or gain under (i) or (ii) in such prior or subsequent Taxable Period.
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Examples of Tax Benefit Base Amount in a sentence

  • If the parties hereto are unable to agree on the amount of the Tax Benefit Base Amount or of any Tax Benefits reflected in an estimate delivered pursuant to Section 8.5 (the “Disputed Amount”), the determination of such Disputed Amount shall be made by an independent firm of certified public accountants jointly selected by AFS and AG US Holdings and Subsidiaries, whose cost shall be borne equally by AFS and AG US Holdings and Subsidiaries.

  • If the parties hereto are unable to agree on the amount of the Tax Benefit Base Amount or of any Tax Benefits reflected in an estimate delivered pursuant to Section 8.5 (the "Disputed Amount"), the determination of such Disputed Amount shall be made by an independent firm of certified public accountants jointly selected by NWA and Pinnacle Airlines, whose cost shall be borne equally by NWA and Pinnacle Airlines.

  • Golden Ocean Group Limited (the “Company”, “Group” or “Golden Ocean”) was incorporated in Bermuda on November 8, 2004 as a limited company.

  • In the event that any Tax Authority disputes the existence or amount of the Tax Benefit Base Amount or of any Tax Benefits, including any challenge to the Tax Allocation Schedule (the “Tax Benefit Issue”), Buyer or AG US Holdings and Subsidiaries shall contest the matter on audit, through Internal Revenue Service or state appellate proceedings and through judicial proceedings.

  • In the event that the Internal Revenue Service or a state Tax Authority disputes the existence or amount of the Tax Benefit Base Amount or of any Tax Benefits, including any challenge to the Tax Allocation Schedule (the "Tax Benefit Issue"), Buyer or Pinnacle Airlines shall contest the matter on audit, through Internal Revenue Service or state appellate proceedings and through judicial proceedings.

Related to Tax Benefit Base Amount

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

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

  • Benefit Amount shall have the meaning set forth in Section 20.12 hereof.

  • Maximum Benefit Amount means the maximum amount payable for coverage provided to You as shown in the Schedule of Benefits.

  • Fair Share Contribution Amount means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

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

  • Base taxable value means the agreed value specified in a resolution or interlocal agreement under Subsection 17C-1-102(8) from which tax increment will be collected.

  • 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.

  • Allocation Year Means (i) the period commencing on the Closing Date and ending on December 31, 2006, (ii) any subsequent period commencing on January 1 and ending on the following December 31, or (iii) any portion of the period described in clause (ii) for which the Company is required to allocate Profits, Losses and other items of Company income, gain, loss or deduction pursuant to Article V.

  • Maximum Contribution Amount shall equal the excess of (i) the aggregate proceeds received by such Holder pursuant to the sale of such Registrable Notes or Exchange Notes over (ii) the aggregate amount of damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(d) are several in proportion to the respective principal amount of the Registrable Securities held by each Holder hereunder and not joint. The Company’s and Subsidiary Guarantors’ obligations to contribute pursuant to this Section 8(d) are joint and several. The indemnity and contribution agreements contained in this Section 8 are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties.

  • Excess Contribution means a contribution that exceeds the

  • Contribution Percentage Amounts means the sum of the Employee Contributions, Matching Contributions, and Qualified Matching Contributions (to the extent not taken into account for purposes of the ADP test) made under the Plan on behalf of the participant for the Plan Year. Such Contribution Percentage Amounts shall not include Matching Contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they relate are Excess Deferrals, Excess Contributions, or Excess Aggregate Contributions. If so elected in the adoption agreement the Employer may include Qualified Nonelective Contributions in the Contribution Percentage Amounts. The Employer also may elect to use Elective Deferrals in the Contribution Percentage Amounts so long as the ADP test is met before the Elective Deferrals are used in the ACP test and continues to be met following the exclusion of those Elective Deferrals that are used to meet the ACP test.

  • Cumulative Net Realized Tax Benefit for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedule or Amended Schedule, if any, in existence at the time of such determination.

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

  • Gross-Up Amount has the meaning set forth in definition of “Make Whole Amount.”

  • Excess Contributions means, with respect to any Plan Year, the excess of:

  • Excess Cash Amount means, as of any Excess Cash Measurement Date, (a) the total amount of Unrestricted Cash, less (b) the sum of (i) the applicable Minimum Cash Threshold hereto corresponding to such Excess Cash Measurement Date, (ii) the total amount of scheduled payments due by OEC and its Subsidiaries, taken as a whole, under (x) the New Notes and (y) any other Permitted Indebtedness in each case in the subsequent twelve (12) month period, (iii) projected expenses for the Issuer to conduct its operations during the subsequent twelve (12) month period, including any foreign currency conversion expenses and (iv) for any Excess Cash Measurement Date through (and including) December 31, 2024, any Fines due by OEC and its Subsidiaries for the subsequent twelve (12) month period; less (c) an amount equal to the Required Gross-Up; provided that any items already deducted from cash and short-term investments of OEC and its Subsidiaries for purposes of determining Unrestricted Cash shall not be deducted again for purposes of determining the Excess Cash Amount.

  • Total Distribution Amount With respect to any Distribution Date, the sum of (i) the aggregate of the Interest Remittance Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts for such date; and (iii) all Prepayment Premiums collected during the related Prepayment Period.

  • Pre-Tax Earnings means the Corporation's earnings before income taxes as reported in the Company's Consolidated Income Statement for each fiscal year of the Performance Period, excluding any non-cash charge incurred in accordance with accounting principles generally accepted in the United States of America (GAAP) for any restricted stock or restricted stock unit awards granted during the Performance Period and all options, restricted stock and other equity compensation granted to Directors during the Performance Period.

  • Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

  • 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.

  • Adjusted Capital Account Balance means, with respect to each Partner, the balance in such Partner’s Capital Account adjusted (i) by taking into account the adjustments, allocations and distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6); and (ii) by adding to such balance such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-2(i)(5), any amounts such Partner is obligated to restore pursuant to any provision of this Agreement or by applicable Law. The foregoing definition of Adjusted Capital Account Balance is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

  • Taxable value shall have the meaning assigned to such term in Section 1.04(10) of the TEXAS TAX CODE.

  • Contribution Period means a period in respect of which contributions appropriate to the benefit in question are payable, have been paid or treated as paid under the legislation in question;

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • 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.