Tax Equalization Amount definition

Tax Equalization Amount means an amount representing any net increase in the federal, state and local Taxes of Seller or Shareholders directly resulting from the transaction contemplated by this Agreement being treated as a sale of assets as opposed to a sale of stock for Tax purposes after taking into account, and reducing such increase by the amount of, any Tax benefits to Seller or Shareholders as a result of such Tax treatment (such amount to be not less than zero and not to exceed Three Million Dollars ($3,000,000)). For purposes of calculating any Tax benefits to Seller or Shareholders as a result of such Tax treatment, any item of loss, deduction or expense incurred on the Closing Date shall be deemed to be incurred on the day prior to the Closing Date, notwithstanding applicable Law on such timing. The Tax Equalization Amount shall be payable only in the event of an adjustment to the allocation of purchase price set forth in Section 2.5 which adjustment resulted solely from a challenge by any Governmental Authority to such allocation. For purposes of this Agreement, the parties agree that the Tax Equalization Amount shall be determined by multiplying (i) the amount of net gain recognized on the deemed sale of assets for federal income tax purposes (which for the avoidance of doubt shall be net of any Section 1231 loss incurred) that is taxed at a rate other than the rate applicable to federal long-term capital gains, times (ii) 12.0625% in the case of items treated as unrecaptured section 1250 gain as defined Section 1(h)(6)(A) of the Code and 27.3026% in all other circumstances. Any dispute over the calculation of Tax Equalization Amount shall be resolved in the manner set forth in Section 2.4(c).
Sample 1Sample 2
Tax Equalization Amount means the gross up amount, calculated as follows: the amount which, when added to the amount determined under clause (a) of Section 4.1, results in the net amount available to the Participant or Beneficiary, after provision for federal and state income and employment taxes in the manner specified below in this Section, equalling the amount determined under clause (a) of Section 4.1. Computation of the Tax Equalization Amount shall be based on the actual amount of federal and state employment taxes payable by the Participant or Beneficiary with respect to the payment under the Plan, the maximum personal federal income tax rate (regardless of the Participant's or Beneficiary's actual personal federal income tax rate), the applicable state income tax, and an amount to offset the taxes on the gross up amount.
Sample 1
Tax Equalization Amount means an amount representing any net increase in the federal, state and local Taxes of Seller or Shareholders directly resulting from the transaction contemplated by this Agreement being treated as a sale of assets as opposed to a sale of stock for Tax purposes after taking into account, and reducing such increase by the amount of, any Tax benefits to Seller or Shareholders as a result of such Tax treatment (such amount to be not less than zero and not to exceed Three Million Dollars ($3,000,000)). For purposes of calculating any Tax benefits to Seller or Shareholders as a result of such Tax treatment, any item of loss, deduction or expense incurred on the Closing Date shall be deemed to be incurred on the day prior to the Closing Date, notwithstanding applicable Law on such timing. The Tax Equalization Amount shall be payable only in the event of an adjustment to the allocation of purchase price set forth in Section 2.5 which adjustment resulted solely from a challenge by any Governmental Authority to such allocation. For purposes of this Agreement, the parties agree that the Tax Equalization Amount shall be determined by multiplying (i) the amount of net gain recognized on the deemed sale of assets for federal income tax purposes (which for the avoidance of doubt shall be net of any Section 1231 loss incurred) that is taxed at a rate other than the rate applicable to federal long-term capital gains, times (ii) 12.0625% in the case of items treated as unrecaptured section 1250 gain as defined Section 1(h)(6)(A) of the Code and 27.3026% in all other
Sample 1

Examples of Tax Equalization Amount in a sentence

  • If this Transaction fails to close in 2021 due to a Buyer Default, Buyer shall pay the Tax Equalization Amount (defined below) in addition to any liquidated damages and/or other sums due or recoverable under the terms of the Agreement; provided, however, if this Transaction subsequently closes after 2021 (whether by reason of an accommodation or agreement of Seller or otherwise), the Tax Equalization Amount shall be added to the purchase price.

  • If Purchaser fails to accept the Equity Seller’s Tax Equalization Amounts or deliver to the Seller Representative Purchaser’s alternate calculation of the Tax Equalization Amounts within thirty (30) days of receipt of the Equity Seller’s Tax Equalization Amount, the Equity Seller’s Tax Equalization Amounts shall be final and binding on the parties.

  • The calculation of the Tax Equalization Amounts shall be prepared consistent with the Tax Equalization Amount Guidelines, calculated as of the Closing Date.

Related to Tax Equalization Amount

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

  • Tax Limitation Amount means the maximum amount which may be placed as the Appraised Value on the Applicant’s Qualified Property for maintenance and operations tax assessment in each Tax Year of the Tax Limitation Period of this Agreement pursuant to Section 313.054 of the TEXAS TAX CODE.

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

  • Projected Annual Benefit means the annual retirement benefit (adjusted to an actuarial equivalent straight life annuity if such benefit is expressed in a form other than a straight life annuity or Qualified Joint and Survivor Annuity) to which the Participant would be entitled under the terms of the Plan assuming:

  • maximum council tax reduction amount means the amount determined in accordance with paragraph 29;

  • Allocation Amount means, as of the Closing Date, the Series 2017-2 Stated Principal Amount and on any date of determination thereafter, the sum of, without duplication, (a) the Allocation Amount determined as of the later of the Closing Date or the date of determination immediately prior to the then current date of determination, plus (b) the amount of all increases in the Series 2017-2 Stated Principal Amount resulting from the issuance of additional Series 2017-2 Notes since the prior date of determination, plus (c) all reimbursements, as provided in Section 4.04(e) or otherwise, of reductions in the Allocation Amount due to Investor Charge- Offs or Reallocated Principal Collections since the prior date of determination, minus (d) the amount of the reduction in the Allocation Amount due to Investor Charge-Offs since the prior date of determination, determined as set forth in Section 4.07, minus (e) the amount of the reduction in the Allocation Amount due to the application of Reallocated Principal Collections since the prior date of determination, determined as set forth in Section 4.08, minus (f) the amount deposited into the Principal Funding Account or (without duplication) deposited into the Distribution Account pursuant to Section 4.05(c) or paid to the Series 2017-2 Noteholders (in each case, after giving effect to any deposits, allocations, reallocations or withdrawals to be made on that day) since the prior date of determination; provided, however, that (1) the Allocation Amount may never be less than zero, (2) the Allocation Amount may never be greater than the Adjusted Outstanding Dollar Principal Amount and (3) if there is a sale of Collateral in accordance with Section 4.14, the Allocation Amount will be reduced to zero upon such sale.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Benefit Distribution Date means the date upon which all or an objectively determinable portion of a Participant’s vested benefits will become eligible for distribution. Except as otherwise provided in the Plan, a Participant’s Benefit Distribution Date shall be determined based on the earliest to occur of an event or scheduled date set forth in Articles 4 through 9, as applicable.

  • 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.

  • Accrual Distribution Amount As to any Distribution Date prior to the applicable Accretion Termination Date and any Class of Accrual Certificates, an amount equal to the sum of (i) the Class A Interest Percentage of such Class of Accrual Certificates of the Current Class A Interest Distribution Amount and (ii) the Class A Interest Shortfall Percentage of such Class of Accrual Certificates of the amount distributed in respect of the Classes of Class A Certificates pursuant to Paragraph second of Section 4.01(a)(i) on such Distribution Date. As to any Distribution Date on or after the applicable Accretion Termination Date, zero.

  • lump sum payment period means the period measured in weeks of salary, for which payment has been made to facilitate the transition to retirement or to other employment as a result of the implementation of various programs to reduce the size of the Public Service. The lump sum payment period does not include the period of severance pay, which is measured in a like manner.

  • Calculation Amount means the amount specified as such on the face of any Note, or if no such amount is so specified, the Denomination Amount of such Note as shown on the face thereof;

  • 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.

  • Cash Flow Distribution Amount As to any calendar month, the aggregate amount of principal distributable in respect of the Mortgage Securities in such calendar month.

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

  • 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:

  • Distribution Determination Date means, in respect of any Distribution Period, that number of business days prior thereto as is set out in the applicable Pricing Supplement or on the face of the relevant Perpetual Security;

  • Deficit Amount has the meaning specified in Section 3.4(d).

  • Maximum Benefit means the maximum benefit amount of each of the benefits covered under this Policy as stated in the Schedule of Benefits.

  • 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.

  • Company Contribution Amount means, for any one Plan Year, the amount determined in accordance with Section 3.5.

  • Final Average Compensation means the aggregate amount of a member's compensation earned within the averaging period in which the aggregate amount of compensation was highest divided by the member's number of years, including any fraction of a year, of credited service during the averaging period. The averaging period shall be 36 consecutive calendar months if the member contributes to the member investment plan except for a member who contributes to the member investment plan and first became a member on or after July 1, 2010; otherwise, the averaging period shall be 60 consecutive calendar months. A member who contributes to the member investment plan and first became a member on or after July 1, 2010 shall also have an averaging period of 60 consecutive calendar months. If the member has less than 1 year of credited service in the averaging period, the number of consecutive calendar months in the averaging period shall be increased to the lowest number of consecutive calendar months that contains 1 year of credited service.

  • Tax Amount has the meaning set forth in Section 4.01(b)(i).