Tax Benefit Items definition

Tax Benefit Items means all carry-forwards of losses, deductions and other benefit items attributable to Pre-Closing Tax Periods deducted by Parent or any of its Subsidiaries, including the Surviving Entity, on Tax Returns for any Post-Closing Tax Periods and any amounts credited against Tax of Parent or any of its Subsidiaries, including the Surviving Entity, that relate to any Pre-Closing Tax Period to which Parent or any of its Subsidiaries, including the Surviving Entity, become entitled.
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Tax Benefit Items means losses, credits or other items that reduces the tax liability of the Federal Consolidated Group or a State Group.
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Tax Benefit Items means the (i) bonuses paid by the Company to the Company’s current and former directors, management and officers in connection with the Closing (including payments under the Phantom Stock Agreements and the Incentive Plan), but excluding any such bonuses that are not deductible by the Company because they are “excess parachute payments” under Section 280G of the Code, (ii) cash payments made by the Company in connection with employee stock grants on account of the Closing’s change-of-control of the Company, and/or (iii) seventy percent (70%) of the Company’s payment to Fidus Partners, LLC, in connection with the Closing, in each case as set forth on Schedule 2.1(c) and in each case that reduces the Consideration. The Parties acknowledge and agree that the Tax Benefit Items set forth on the preliminary Schedule 2.1(c) dated as of the date of this Agreement satisfy each of the foregoing requirements and are Tax Benefit Items.
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Examples of Tax Benefit Items in a sentence

  • For the avoidance of doubt, if the SHO Companies are required to carry back a federal Tax Benefit Item, such federal Tax Benefit Item shall reduce the Consolidated Group’s federal income Tax liability only after all federal Tax Benefit Items of Sears Holdings have been applied to reduce the Consolidated Group’s federal income Tax liability in such taxable period.

  • For the avoidance of doubt, if the SpinCo Entities are required to carry back a federal Tax Benefit Item, such federal Tax Benefit Item shall reduce the Consolidated Group’s federal income Tax liability only after all federal Tax Benefit Items of Parent have been applied to reduce the Consolidated Group’s federal income Tax liability in such taxable period.

  • With respect to Post-Closing Tax Periods, the SHO Companies shall pay to Sears Holdings, or Sears Holdings shall pay to the SHO Companies (in the case of a State Combined or Consolidated Return filed by an SHO Company, or in the case of payments with respect to Tax Benefit Items pursuant to section 4.02(d)), at the times provided by section 4.03, the amounts determined under section 4.02.

  • For qualified lessee construction allowances for short-term leases under IRC Section 110, California conforms to the federal treatment with modifications in R&TC Section 24309.5.Recovery of Tax Benefit Items.

  • For the avoidance of doubt, if the LE Entities are required to carry back a federal Tax Benefit Item, such federal Tax Benefit Item shall reduce the Consolidated Group’s federal income Tax liability only after all federal Tax Benefit Items of SHC have been applied to reduce the Consolidated Group’s federal income Tax liability in such taxable period.

  • CEC shall pay to the CIE Companies in accordance with Section 3.04 of this Agreement, the amount, if any, by which one or more federal Tax Benefit Items reduced the federal income Tax liability of the CEC Consolidated Group for any taxable period for which a Consolidated Return is filed by CEC after the date of this Agreement.

  • BAMSI will receive tax payments in the current year for its net operating loss, its net capital loss, and its excess foreign tax credits and general business credits (hereinafter referred to as "Tax Benefit Items"), as computed on a separate return basis, provided these Tax Benefit Items can be carried back on a separate return basis.

  • With respect to Post-Distribution Tax Periods, the LE Entities shall pay to SHC, or SHC shall pay to the LE Entities (in the case of a State Combined or Consolidated Return filed by an LE Entity, or in the case of payments with respect to Tax Benefit Items pursuant to Section 4.02(d)), at the times provided by Section 4.03, the amounts determined under Section 4.02.

  • In the event Net Tax benefits are paid with respect to Tax Benefit Items that are subsequently disallowed or that cease to be Tax Benefit Items because it is determined that payments with respect to such Tax Benefit Items are not to be excludable from gross income, such Net Tax Benefits shall be debited to Special Reserve Account I or, if this Agreement has terminated, paid to the Acquiring Association.

  • For the avoidance of doubt, if the SpinCo Entities are required to carry back a Tax Benefit Item, such Tax Benefit Item shall reduce the Consolidated Group’s Income Tax liability only after all Tax Benefit Items of Parent have been applied to reduce the Consolidated Group’s Income Tax liability in such taxable period.


More Definitions of Tax Benefit Items

Tax Benefit Items means all net operating loss carry forward, capital loss carry forward or Tax credit carry forward for federal, state and local Tax purposes.
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